Annual Report 2020 Amarin Printing and Publishing Public Company Limited ANNUAL REPORT 2020 AMARIN PRINTING AND PUBLISHING PUBLIC COMPANY LIMITED CONTENTS
5 Financial Overview 8 Ratio Analysis 10 Biography of the Company’s Founder 12 Company Profile 15 Message from the Chairperson 17 Message from the Chairman of the Executive Committee 19 Report of the Audit Committee 23 Report of the Sustainability and Risk Management Committee 25 Report of the Corporate Governance Committee 27 Report of the Nomination and Remuneration Committee 28 Report on Board of Directors’ Responsibility for Financial Statements 30 The Board of Directors 32 The Executive Committee 34 Management Team 36 Corporate Social Responsibility 42 Key Events
BUSINESS OVERVIEW 49 Shareholding Structure 50 Business Outlook and Competition 56 Revenue Structure 57 Summary of Financial Statements & Analysis of AMARIN’s Financial Position and Operating Results 61 Analysis and Explanation by the Management 64 Risk Factors
AMARIN CORPORATE PROFILE 67 General Information and Other Significant Information 69 Shareholders 71 Policy on Dividend Payment MANAGEMENT STRUCTURE 73 Organizational Structure 74 The Board of Directors 75 Details of the Board of Directors 89 Details of the Executive Director and Chief Financial Officer 90 Details of the Executive Director 91 Details of the Company Secretary 92 Table List of Amarin’s Board / Committee Members and Executives 93 Directors with Signing Authority 95 Shareholding of Board Members and Executives 96 Self-Assessment 98 Attendance in the Company’s Board / Committee Meetings 99 Remuneration for Board Members and Top Executives 102 Human Resources 109 Development of Board Members / Executives
CORPORATE GOVERNANCE 111 Corporate Governance Policy 139 Intercompany Transactions 141 Independent Auditor’s Report 146 Statement of Financial Position 148 Statement of Comprehensive Income 149 Statement of Changes in Equity 153 Statement of Cash Flows 155 Notes to the Financial Statements
Financial Overview
Consolidated Financial Statements Separate Financial Statements (Unit: Million baht) % % 2019 2020 increase 2019 2020 increase (decrease) (decrease) Statements of Financial Position Current Assets 1,441.22 2,040.80 41.60% 1,048.70 1,334.25 27.23% Total Assets 5,284.16 5,416.33 2.50% 6,761.74 6,618.76 (2.11%) Total Liabilities 1,111.36 1,195.18 7.54% 430.49 387.73 (9.93%) Shareholder’s Equity 4,172.80 4,221.16 1.16% 6,331.26 6,231.03 (1.58%) Paid-up Registered Capital 998.28 998.28 0.00% 998.28 998.28 0.00% No. of Shares (Million) 998.28 998.28 0.00% 998.28 998.28 0.00%
Statements of Comprehensive Income Income from Sales and Services 3,103.94 2,775.50 (10.58%) 1,639.02 1,176.45 (28.22%) e Other Incom 164.52 161.61 (1.77%) 54.29 41.69 (23.21%) Total Income 3,268.46 2,937.11 (10.14%) 1,693.31 1,218.14 (28.06%) Cost of Goods Sold 1,975.77 1,853.83 (6.17%) 1,173.24 889.78 (24.16%) Net Profit before 1,292.70 1,083.29 (16.20%) 520.07 328.37 (36.86%) Operating Expense Operating Expenses 1,087.49 900.57 (17.19%) 365.69 303.81 (16.92%) Net Profit from Operating 205.21 182.72 (10.96%) 154.38 24.56 (84.09%) Interest Paid 8.90 5.08 (42.95%) 1.90 1.16 (39.02%) Share of Loss of Associates 0.92 (2.71) (394.40%) - - 0% Corporate Income Tax 29.51 4.26 (85.57%) 28.32 1.31 (95.37%) Profit 167.72 170.67 1.76% 124.16 22.08 (82.21%) Net Profit 167.72 168.15 0.26% 124.16 19.57 (84.24%) Earnings per Share (baht) 0.17 0.17 1.76% 0.12 0.02 (82.21%)
Amarin Printing and Publishing Public Company Limited 5 Consolidated FinancialStatements 6 Annual Report2020 Total Income Total Assets 2016 2016 1,940,727 4,740,565 2017 2017 2,237,189 5,579,138 2018 2018 2,998,242 6,167,449 (Thousand baht) (Thousand baht) 2019 2019 3,268,464 5,284,162 2020 2020 2,937,111 5,416,332 Net Profit Total Liabilities 2559 2016 (628,116) 3,970,659 2560 2017 (163,937) 1,678,079 2561 2018 172,681 2,092,489 (Thousand baht) (Thousand baht) 2562 2019 167,717 1,111,364 2563 2020 170,669 1,195,176 Shareholder’s Equity Earnings perShare 2559 2016 (163,937)(2.86) 769,906 2560 2017 (0.30) 3,901,058 2561 2018 0.17 4,074,960 (Thousand baht) 2562 2019 0.17 4,172,798 (Baht) 2563 2020 0.17 4,221,157 Separate Financial Statements
Total Assets Total Liabilities Shareholder’s Equity (Thousand baht) (Thousand baht) (Thousand baht) 6,331,256 6,276,978 6,107,900 6,231,028 6,824,336 6,800,773 6,761,742 6,618,759 3,667,233 2,617,495 1,049,738 716,436 523,794 430,486 387,731
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
Total Income Net Profit Earnings per Share (Thousand baht) (Thousand baht) (Baht) 1.00 219,616 195,316 169,078 124,157 1,823,022 1,760,606 1,748,303 1,693,309 0.35 1,218,143 0.17 0.12 22,082 0.02
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2559 2560 2561 2562 2563
Amarin Printing and Publishing Public Company Limited 7 Ratio Analysis
Consolidated Financial Statements 2018 2019 2020 Current Ratio Current Ratio Time 2.25 1.62 2.29 Quick Ratio Time 1.77 1.16 1.05 Liquidity Ratio (cash basis) Time 0.71 0.65 0.76 Receivable Turnover Time 5.30 5.35 5.04 Average Collection Period Day 68 67 71 Inventory Turnover Time 5.91 4.81 4.87 Inventory Turnover Period Day 61 75 74 Account Payable Turnover Time 6.70 4.47 4.86 Payment Period Day 54 81 74 Cash Cycle Day 75 62 71
Profitability Ratio Gross Profit Margin % 29.05 36.35 33.21 Operating Profit Margin % 8.84 6.64 6.49 Other Income Ratio % 6.65 5.03 5.50 Cash per Profitability Ratio % 255.59 289.53 374.03 Net Profit Margin % 5.80 5.13 5.81 Return on Equity % 4.36 4.07 4.07
Efficiency Policy Ratio Return on Total Assets % 2.96 2.93 3.19 Return on Fixed Assets % 16.54 14.66 18.84 Assets Turnover Time 0.51 0.57 0.55
Financial Policy Ratio Debt to Equity Time 0.51 0.27 0.28 Interest Coverage Time 54.70 171.44 132.57 Dividend Payout % 40.18 71.43 70.19 Note: 1/ Dividends pay from net profit according to the financial statements proposed by the Board of Directors which is still awaiting approval from the Annual General Meeting of shareholders for the year 2021 on April 27, 2021.
8 Annual Report 2020 Separate Financial Statements 2018 2019 2020 Current Ratio Current Ratio Time 4.97 3.66 5.23 Quick Ratio Time 3.50 2.84 1.59 Liquidity Ratio (cash basis) Time 0.68 0.80 0.55 Receivable Turnover Time 4.72 4.52 3.63 Average Collection Period Day 76 80 99 Inventory Turnover Time 4.79 4.89 4.10 Inventory Turnover Period Day 75 74 88 Account Payable Turnover Time 9.23 9.87 9.67 Payment Period Day 39 36 37 Cash Cycle Day 112 117 150
Profitability Ratio Gross Profit Margin % 30.05 28.42 24.37 Operating Profit Margin % 12.84 9.42 2.09 Other Income Ratio % 3.37 3.21 3.42 Cash per Profitability Ratio % 143.30 168.12 605.89 Net Profit Margin % 9.67 7.33 1.81 Return on Equity % 2.73 1.97 0.35
Efficiency Policy Ratio Return on Total Assets % 2.48 1.83 0.33 Return on Fixed Assets % 6.29 4.63 2.67 Assets Turnover Time 0.26 0.25 0.18
Financial Policy Ratio Debt to Equity Time 0.08 0.07 0.06 Interest Coverage Time 38.78 136.26 128.09
Amarin Printing and Publishing Public Company Limited 9 Biography of the Company’s Founder
Chukiat Utakapan was born to Khun Rat and Khun Rarieb “The Amarin business has been growing consistently. Utakapan on 10 May 1942 in Amphoe Rueso, Changwat People thought I was visionary. That’s not true. I believe Narathiwat, in a family of six children. Following his I have more mindfulness. I had average intelligence. Matthayom 8 graduation from Mahavajiravudh Songkhla This was indicated since my secondary education School, he continued his tertiary education at the Faculty when every year the report book was returned with the of Arts, Chulalongkorn University. He began his working teacher’s remark stating ‘average intelligence’. In business, life at the Tourism Promotion Organization of Thailand mindfulness is more important than intelligence. If you before moving on to take up the post of a proofreader let intelligence lead, you could get out of control. So, at Thai Wattana Panich Company Limited where he was let mindfulness lead! Or at least use your mindfulness subsequently promoted to take charge of “Wittayasarn”, to regulate your intelligence. Be conscious of your own the teachers’ journal, as its Managing Editor. limitations; don’t get senselessly greedy. Carry out what you have thought out mindfully with perseverance. Don’t Khun Chukiat eventually turned his attention to public ever give in and life will be happy, success will follow. relations and decided to work for the National Housing Yet, success doesn’t have to be absolute; you don’t Authority (NHA). Unawares to him, the job served as a have to be overly successful so there are lessons for stepping stone for his publishing future. “Baan” was you to learn. There are countless failures in my life but his maiden magazine, a publication designed as an people tend to overlook them, preferring to pay attention educational tool and a manual to prepare homebuyers only to success.” who were about to move into the property developed by the NHA at a time the country was struggling with Khun Chukiat Utakapan passed away peacefully on 10 housing insufficiency. December 2002, aged 60 years old and 7 months. It was over 18 years since that sad day. But Khun Chukiat Having discovered that he was not cut out for civil services has left a lasting legacy of mindfulness and intelligence and with enough acquired knowledge, he resigned to generations of Amarin staff who continue to live his from the NHA and put together a team of friends educational intent in the House called: and employees to set up “Warasarn Baan Lae Suan Partnership Limited” to publish a house and garden “Amarin Printing and Publishing Public Company magazine titled “Baan Lae Suan”. In September 1976, Limited”. the first issue of “Baan Lae Suan” hit the market. Since then Khun Chukiat had put his experiences and knowledge to good use, turning a modest outfit into a major force in the publishing industry, Amarin Printing and Publishing Public Company Limited. In “Ma-reng Khuen Samong” book, Khun Chukiat discussed his working principles saying:
10 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 11 Company Profile
In the beginning, it was a modest editorial team of an At the same time, “Naiin Bookstore” was set up ensemble of friends and a few employees that Khun separately as the Company’s own retail outlets. Chukiat Utakapan put together to set up Warasarn Baan Lae Suan Partnership Limited in fulfillment of his From a few reader groups, its readership has grown dream to primarily publish a magazine called “Baan Lae both in size and diversity. The Company responded Suan”, with the first issue hitting the magazine rack in by producing other magazines to meet the readers’ September 1976. At the time, it had to outsource its varied interests with “Praew” and “Sudsapda” being publication to external printing houses. Amarin Printing the magazines for women that emerged to meet market Partnership Limited was only founded later to print demands. Today, the Company boasts a total of 7 titles its own magazines and subsequently made its printing in its magazine portfolio and publishes hundreds of book services to external printing orders. titles a year as it offers printing services and expands the business to other areas. Albeit a small staff, the genesis was a giant step that made it possible for business expansion. Fund Today, Amarin Group has become an omni-media, mobilization soon became inevitable and the small omni-channel firm with its businesses covering On Print, printing and publishing outfit was listed as a public Online, On Air, On Ground and On Shop platforms. company in the Stock Exchange of Thailand in 1993; Each of these platforms have also pursued constant it was then renamed: development, in line with its founder’s aspiration, to achieve the goal of delivering precious experiences to “Amarin Printing and Publishing Public Company every stage of people’s life for a happy and prosperous Limited”. society.
That same year, the Company expanded its business into distribution through the newly established Amarin Book Center Co., Ltd. which handles its entire range of publications.
12 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 13 14 Annual Report 2020 Message from the Chairperson
Dear Shareholders, The Group also continued its key events namely: In 2020, economy contracted seriously due to COVID-19 • Baan Lae Suan Select Fair: It was held in February outbreak. There were significant impacts on the Company at IMPACT Muang Thong Thani; and Amarin Group in the wake of lockdown measures and • Baan Lae Suan Midyear Fair: It was held in August weaker purchasing power. However, as the Company has at the Bangkok International Trade & Exhibition Centre operated comprehensive media businesses and received (BITEC); cooperation from relevant parties, it recorded profits in the • Baan Lae Suan Fair 2020: It was held in November at latter half of the year that compensated for loss in the the Challenger Hall, IMPACT Muang Thong Thani; first half. On the overall, Amarin Group was not seriously • Amarin Baby and Kids Fair: It was held four times affected. Its operating results in 2020 in fact were in the at the Bangkok International Trade & Exhibition Centre same range as those in the previous year. (BITEC) in February, July, August and December; • Good Life Fair by Cheewajit: It was held once in August 2020 Operating Results at IMPACT Muang Thong Thani; • Naiin Reading Playground: It was held once in September The Company had the total revenue of Baht 1,218.14 million, at the Street Ratchada Community Mall; decreasing by Baht 475.17 million or by 28.06 percent • International Novel Festival: It was held once in October when compared with 2019. The Company’s total profit at Samyan Mitrtown. in 2020 stood at Baht 22.08 million, a drop of Baht 102.08 million or of 82.21 percent from a year earlier. The earning In addition, one new fair was launched. Foodtival took place per share in 2020 was at Baht 0.02. The consolidated in December at IMPACT Muang Thong Thani. financial statement of the Company recorded the total revenue of Baht 2,937.11 million in 2020, decreasing by The digital TV business – operated by a subsidiary in Baht 331.35 million or 10.14 percent from 2019. The total the name of Amarin TV HD 34, has constantly improved profit in the consolidated financial statement, meanwhile, its content and enjoyed significantly increasing ratings. was at Baht 170.67 million. The amount marked an increase As a result, it has earned revenue and recorded profits of Baht 2.95 million or 1.76 percent from 2019. for two consecutive years now, marking a milestone The earning per share in the consolidated financial since its launch. statement was at Baht 0.17 in 2020. On behalf of the Board of Directors of Amarin Printing 2020 Business Operations and Publishing Company Limited, I would like to thank shareholders, trade partners, partners, government During the past year, the Company’s business operations agencies and all parties concerned for their cooperation, had key developments as follows: advice and continued support. Also, my thanks go to all executives and staff of the Company for their physical and Printing and Packaging Division replaced its old devices emotional devotion. Despite the pandemic, the Company’s with seven-color printing machines, and new gluing members have handled the situation well while upholding and coating machines. It also received GMP (Good ethical operations, transparency, good governance, and Manufacturing Practice) and HACCP (Hazard Analysis responsibility for stakeholders, society and environment. and Critical Control Points) certifications for its packaging The Company is thus able to fulfill its goals of creating production. happiness and glory for society. The Company adjusted its magazine format and content to ensure appropriateness and up-to-datedness, and also to better respond the needs of customers. The Company published seven magazine titles and released 314 new (Mrs. Metta Utakapan) book titles during the past year. Chairperson
Amarin Printing and Publishing Public Company Limited 15 16 Annual Report 2020 Message from the Chairman of Executive Committee
Dear Shareholders,
In 2020, Thai economy faced unprecedented challenges Thailand. In addition, projects under Amarin TV HD 34 from the spread of the coronavirus (COVID-19). The Group facilitated the donations of money and relief items to proved to be resilient and remained strong with the disaster victims in the south of Thailand. cooperation of all stakeholders and employees. The adaptation of strategies in Digital TV Business significantly improves I would like to take this opportunity in thanking the our profitability. AMARIN Group recorded a profit growth Company’s Board of Directors, our executives, and all in spite of all the challenges. staff for their determination and devotion, which significantly contributed to the Company’s success in braving through AMARIN Group’s operating results in 2020 were satisfactory. the crisis and achieving satisfactory operating results The Group recorded the total revenue of Baht 2,937.11 in 2020. million and new profit of Baht 170.67 million. When compared with the previous year, the net profit increased by 1.76 percent. On behalf of the executive committee, my thanks also Its earnings per share was Baht 0.17. During 2020, AMARIN go to Shareholders, customers, vendors, and business Group achieved several milestones. Its Printing and Packaging partners from all sectors for your constant trust and Division received GMP (Good Manufacturing Practice) confidence in AMARIN Group. I do hope that AMARIN Group and HACCP (Hazard Analysis and Critical Control Points) will continue receiving your support to move forwarded certifications for its packaging operations. AMARIN Group with strength and sustainability. also added a new successful fair, FOODTIVAL, to its profile. Content development for Digital TV Business raised its popularity further. Nai-in renovation at Siam Paragon also embraced the new concept, mainly using eco-friendly paper and materials to resonate with the Company’s socially and environmentally-responsible operations. Moreover, AMARIN Group had implemented projects for public benefits in collaboration with other firms, such as the “Sending Knowledge, Creating Happiness” project. This project has continued for three consecutive years and (Mr. Thapana Sirivadhanabhakdi) this year has already given books to 51 schools across Chairman of the Executive Committee
Amarin Printing and Publishing Public Company Limited 17 18 Annual Report 2020 Report of the Audit Committee
Dear Shareholders of Amarin Printing and Publishing Public Company Limited,
The Audit Committee of Amarin Printing and Publishing plans and guidelines for the Auditor. In addition, the Public Company Limited (“Company”) comprises three Audit Committee had meetings with the Management to independent directors, all of whom being appointed at review the operation and quality of internal-audit units. the Company’s general shareholder meeting/the Board The works of the Audit Committee can be summarized of Directors’ meeting. All Audit Committee members as follows: have a three-year tenure. They also have all qualifications required by the Audit Committee Charter as well as 1. Reviewing the accuracy of the Company’s guidelines prescribed by the Securities and Exchange financial statements and the adequacy of Commission and the Stock Exchange of Thailand. its data disclosure
In 2020, the Audit Committee convened five meetings. The Audit Committee reviewed key information of Following each meeting, the Audit Committee reported quarterly and annual financial statements in 2020 of meeting results to the Board of Executive Directors. the Company and its subsidiaries, key issues related to Meeting attendance of each Audit Committee member accounting policies, unusual and important transactions, was as follows: opinions of the Auditor and the Internal Auditor, and the disclosure of information in the Notes to the Company and its subsidiaries’ financial statements that are audited • Associate Professor Dr. Somchai Phagaphasvivat and certified by the Auditor. The review process included Chairman of the Audit Committee, meetings with executives who were in charge of finance attended five of the five meetings; and accounting, the Internal Auditor, and the Auditor so • Mr. Suwit Chindasanguan that the Audit Committee could listen to their explanations Member of the Audit Committee, prior to giving any approval. The reviewed items were attended five of the five meetings; presented to the Board of Directors for further approval • Professor Dr. Nantawat Boramanand on a quarterly basis, with the financial statements for Member of the Audit Committee, the year ending on 31 December 2020 submitted to the attended five of the five meetings. Board of Directors for approval before their presentation to an ordinary shareholders’ meeting for endorsement. The Audit Committee invited executive directors, high-level executives and relevant figures to its meetings whereby The Audit Committee agreed with the Auditor’s opinion they were asked questions and required to provide that internal-control systems were good enough to information so as to increase the effectiveness and provide assurances that the Company and its subsidiaries’s efficiency of audits. One of the meetings took place financial statements had been prepared in accordance without the presence of executives for the purpose with Thai Financial Reporting Standards and had of ensuring independent discussions on information contained adequate, timely, and significant information significant to the preparations of financial statements; that was useful to shareholders, investors and opinion-making, and the drawing up of work scope, financial-statement users.
Amarin Printing and Publishing Public Company Limited 19 2. Reviewing Internal-control Systems The Audit Committee did not find any evident indicator of non-compliance, flaws, and breaches against relevant The Audit Committee reviewed the adequacy of rules, laws, and regulations. internal-control systems based on the Internal Audit Unit’s reports, which had been compiled in accordance 5. Reviewing Corporate Governance with its approved work plans. The reports corresponded with the Auditor’s opinion that no significant flaw or The Audit Committee reviewed the Company’s corporate mistake had been detected. governance so as to ensure that the Company and its subsidiary had in place the process to uphold good, Therefore, the Audit Committee had the opinion that the appropriate and effective corporate governance. At the Company’s internal-control systems were appropriate Company and its subsidiaries, the Corporate Governance and efficient for its operations and there had been no Committee has monitored corporate-governance affairs. serious issues to threaten its businesses. Its scope of duty and responsibility are in line with CG Code. At present, the Company and its subsidiaries 3. Supervising Internal Audit have already prepared channels to accept complaints from employees, customers, and stakeholders about The Audit Committee assessed the effectiveness of the corruption, misbehaviors, and unethical practices. The Internal Audit Department by reviewing its mission, scope Company has also clearly specified which units shall of work, job responsibilities, independence, workforce, handle such complaints for transparent and proper and budget. Also, the Audit Committee reviewed and handling. Moreover, the Company has prepared revised the Internal Audit Charter to ensure its appropriate protection to whistleblowers. appropriateness, up-to-datedness, and compliance with the Stock Exchange of Thailand’s Internal Audit Manual. The Audit Committee had the opinion that the Company In addition, the Audit Committee approved the annual and its subsidiaries had improved its corporate audit plan of the Internal Audit Department as well as governance on the continued basis as it pursued greater the internal audit quality development plans on a regular work efficiency and strived to boost stakeholders’ basis both in regard to personnel and performance. confidence.
The Audit Committee had the opinion that the Company’s 6. Reviewing Transactions among Related internal-audit systems were adequate, appropriate, and Parties, Transactions Involving Possible efficient, and that internal-audit quality had been Conflict of Interest, and Disclosure of enhanced on a continued basis, in regards to personnel Information and operations, in accordance with international standards. The Audit Committee reviewed the appropriateness of 4. Reviewing Legal Compliance methods used in conducting transactions with related parties or transactions that may involve possible conflict of interest during 2020. Such transactions were The Audit Committee monitored the Company and its agendas for the Audit Committee’s meetings. The Audit subsidiaries so as to ensure their compliance with laws, Committee required the disclosure of accurate and regulations, policies, and requirements of the Securities complete information regarding the transactions in line and Exchange Commission, as well as the Stock with applicable laws and regulations of the Securities Exchange of Thailand. and Exchange Commission, as well as the Stock Exchange of Thailand.
20 Annual Report 2020 The Audit Committee had the opinion that transactions its knowledge, abilities, and independence in forming among related parties in 2020 were reasonable and in opinions and recommendations to facilitate the works the best interests of the Company, and that they were of the Management and directors. In summary, the done with complete disclosure of accurate information. Audit Committee fully and independently carried out its work in line with the charter that was approved by the 7. Selecting, Nominating, and Proposing Board of Directors so as to ensure that the Company Remuneration for the Auditor by Making has adequate and efficient supervision of its operations the Recommendation to the Board of for the best interests of shareholders, equally and fairly, Directors, Which Then Presented and free from conflict of interest, thanks to adequate and Sought Approval from Shareholders at appropriate internal-control systems, as well as the their Meeting integrity of executives.
The Audit Committee selected the Auditor based on independence, profile, work records, skills, abilities, experiences, as well as wages involved. 8. Revising the Audit Committee Charter
The Audit Committee reviewed and revised the Audit Committee Charter every year so as to ensure it is still in line with announcements and guidelines issued by not just the Securities Exchange Commission, but also the Stock Exchange of Thailand. The Audit Committee (Associate Professor carried out its duty based on the charter, which was Dr. Somchai Phagaphasvivat) approved by the Board of Directors, and constantly used Chairman of the Audit Committee
Amarin Printing and Publishing Public Company Limited 21 22 Annual Report 2020 Report of the Sustainability and Risk Management Committee
Dear Shareholders,
In 2020, the Sustainability and Risk Management • Preparing recommendations/observations for Committee that comprises four of the Company’s board executives in relevant fields to monitor risks and members convened two meetings to carry out its duty jointly develop plans to reduce risks that may cause of formulating organization-wide risk-management damages; and strategies, policies, and goals so as to provide guidelines for the Management to manage risks efficiently and in the • Reviewing the Sustainability and Risk Management same direction. The works of the Sustainability and Risk Charter to provide a clear framework for the Management Committee can be summarized as follows: Sustainability and Risk Management Committee.
• Considering organization-wide risk-management The Sustainability and Risk Management Committee strategies, policies, and goals so as to provide had the opinion that in 2020, the Company and its guidelines for the Management to manage risks subsidiaries had adequate and appropriate risk efficiently and in the same direction; management system, and they had managed and monitored risks that could emerge, thus paving way for • Reviewing risk-management plan to ensure its efficient and sustainable operations. appropriateness, assessing risk factors that may affect the Company’s business operations to ensure prevention or timely response; and in the face of the COVID-19 outbreak in 2020, paying serious attention to and assigning the Management to (Professor Dr. Nantawat Boramanand) monitor the COVID-19 impacts with an aim to enable the Company’s operations to go on smoothly in Chairman of the Sustainability accordance with its plans; and Risk Management Committee
Amarin Printing and Publishing Public Company Limited 23 24 Annual Report 2020 Report of the Corporate Governance Committee Dear Shareholders of Amarin Printing and Publishing Public Company Limited,
The Corporate Governance Committee of Amarin Printing and 1. Supporting and tending to the rights of shareholders and Publishing Public Company Limited comprises four members with ensuring shareholder equality, for example, by giving Mr. Suwit Chindasanguan serving as its chairman, Mrs. Metta shareholders the right to propose agendas for general Utakapan, Mr. Nararat Limnararat, and Mr. Pramoad Phornprapha shareholders’ meetings and nominating candidates for the serving as its members. The secretary to the committee is posts of the Company’s directors; Mr. Samart Pochjanapanichakul, a senior manager at the Company’s 2. Preparing the Company’s ethical standard and Business Ethics Office of Internal Auditor. Manual for distribution. Every member of the Company receives the Business Ethics Manual and signs the acknowledgement In 2020, the Corporate Governance Committee convened three of his/her duties under the manual for strict compliance meetings. Following each of these meetings, it reported the results and recognition of the prescribed guideline. The Company to the Company’s Board of Directors. Meeting attendance of each has designated Business Ethics as a topic in the orientation Corporate Governance Committee’s member was as follows: of new employees and has monitored compliance with its ethical standard/Business Ethics; • Mr. Suwit Chindasanguan 3. Evaluating the performance of the Company’s Board of Chairman of the Corporate Governance Committee, Directors, committees, as well as their individual members attended all three meetings. as assessment results reflect the efficiency of works done • Mrs. Metta Utakapan in accordance with good corporate governance. Not only Member of the Corporate Governance Committee, that assessments provide framework to monitor the performance attended all three meetings. of the Board of Directors and committees, but they also set • Mr. Pramoad Phornprapha performance standards for them; Member of the Corporate Governance Committee, 4. Formulating the Whistleblower Policy and providing protection attended all three meetings. to whistleblowers as assurances that the Company has • Mr. Nararat Limnararat efficient systems/channels to receive tips-off in which Member of the Corporate Governance Committee, whistleblowers do not have to worry about impacts from attended all three meetings. blowing the whistle or exposing corruption; and 5. Reviewing and improving the charters of the Corporate In addition, the Corporate Governance Committee had a meeting Governance Committee and all other committees of the with independent/ non-executive directors without the presence of Company every year so as to ensure that these charters executive directors/executives of the Company and its subsidiaries. are in line with the Corporate Governance Code of the Complying with the Stock Exchange of Thailand’s corporate Securities and Exchange Commission as well as the governance principle, such meeting aimed at encouraging the recommendations of the Thai Institute of Directors (IOD). exchange of information on the Management’s work, detecting problems/obstacles, and approving works independently. Following Amarin Printing and Publishing Public Company Limited has the meeting, the Corporate Governance Committee submitted the accorded importance to operating its business operations with meeting results along with its recommendations to the meeting of clear systems and tangible corporate governance standards for the Company’s Board of Directors. organization-wide implementations, as well as to ethical standards and business ethics that are rooted in honesty, transparency, and The Corporate Governance Committee is committed to supervising accountability. The Company has done so with aim to ensure the Company’s business operations on the basis of transparency, that its directors, executives, and staff correctly and efficiently good corporate governance, and responsibility towards stakeholders, comply with good corporate governance, to boost the confidence the society, and the environment. In 2020, the Company strictly of shareholders, investors, stakeholders, and the public, and also complied with all applicable laws. It also reviewed and improved to pursue its own sustainable growth. its policy on corporate governance supervision, Business Ethics, and charters of its Board of Directors as well as its committees in accordance with corporate-governance principle. The Company, as a result, performed well in the assessments conducted by the Thai Institute of Directors under the project to monitor the corporate governance of listed companies, getting the “very good” ranking (Mr. Suwit Chindasanguan) in 2020 just like in 2019. The latest assessments also showed the Company has got full marks in regard to the quality of the Chairman of the Corporate annual general meeting of shareholders for three consecutive years Governance Committee now. In Accounting Year 2020, the key works of the Corporate Governance Committee were as follows: Amarin Printing and Publishing Public Company Limited 25 26 Annual Report 2020 Report of the Nomination and Remuneration Committee
Dear Shareholders,
In 2020, the Nomination and Remuneration Committee • In determining remuneration for the Company’s that comprises four of the Company’s board members board members and committee members and setting convened two meetings to nominate board members and their remuneration budget for 2020, the Nomination consider remuneration for board members as well as and Remuneration Committee made a proposal for high-level executives of the Company. The committee’s the Company’s Board to approve before submitting work and meeting attendance during the past year can it before the 2020 Annual General Meeting of be summarized as follows: Shareholders for approval. Taken into account were job responsibility and pay rates used by listed 1. Mr. Pramoad Phornprapha companies in the same industry and the same size Chairman of the Nomination as the Company; and and Remuneration Committee Attended two out of two meetings. • Reviewing the Charter of the Nomination and 2. Mr. Suwit Chindasanguan Remuneration Committee to ensure its appropriateness Member of the Nomination in the current context. and Remuneration Committee Attended two out of two meetings. 3. Mr. Nararat Limnararat Member of the Nomination and Remuneration Committee Attended two out of two meetings. 4. Mrs. Rarin Utakapan Punjarungroj Member of the Nomination and Remuneration Committee Attended two out of two meetings.
• In nominating board members, the Nomination and Remuneration Committee reviewed the qualifications and suitability of board members who would complete their term at the 2020 Annual General Meeting of Shareholders and asked the meeting to consider approving another term as the Company’s board members and committee members for them. Prior to (Mr. Pramoad Phornprapha) the review, the Company asked shareholders to nominate candidates to the Board but received no Chairman of the Nomination nomination; and Remuneration Committee
Amarin Printing and Publishing Public Company Limited 27 Report on Board of Directors’ Responsibility for Financial Statements
The Company’s Board of Directors is well aware of its established the Audit Committee. Comprising independent duty and responsibility as the Board of Directors of a directors, the Audit Committee supervised and reviewed listed company in the Thai stock market. As parts of its accounting policies. It was also responsible for the duty, the Board of Directors is responsible for financial quality of financial statements, internal-control-system statements of the Company and its subsidiaries as well review, internal audit, risk management system and as all financial data that appear in their annual reports. making decisions on the disclosure of related transactions Consolidated and separate financial statements of to ensure that data disclosed are complete, adequate Amarin Printing and Publishing Public Company Limited and appropriate. The Audit Committee’s opinions were and its subsidiaries during accounting period starting included in the Audit Committee’s Report, which was from 1 January 2020 and ending on 31 December 2020 a part of this Annual Report. were prepared in line with Thailand’s generally-accepted accounting principle. Proper accounting policies applied The Board of Directors had the opinion that the internal with consistent implementation. Discretion, carefulness, control system of the Company and its subsidiaries were caution and reasonable estimations were in place in the appropriate and adequate, and provided reasonable preparations of the financial statements, with adequate assurances that the consolidated and separate financial disclosure of significant information in the notes to the statements of Amarin Printing and Publishing Public financial statements plus explanations and analyses Company Limited and its subsidiaries during accounting of financial situation and operating results of both the period starting from 1 January 2020 and ending on Company and its subsidiaries for the purpose of 31 December 2020 were reliable. Prepared in line with presenting their financial situation, operating results generally-accepted accounting principle, these financial and cash flow in an accurate and transparent manner statements presented the Company’s and its subsidiaries’ for the benefits of shareholders and general investors. financial situation and operating results with reasonable Independent auditor certified and issued opinions on accuracy in all material aspects. the financial statements without including any condition.
Moreover, the Board of Directors encouraged the Company to comply with good corporate-governance principle and set up efficient and effective systems for risk management, internal control, internal audit and governance so as to ensure that accounting records were accurate, complete and adequate. To prevent corruption (Mrs. Metta Utakapan) or materially suspicious activities, the Board of Directors Chairperson
28 Annual Report 2020
The Board of Directors
1. Mrs. Metta Utakapan 4. Professor Dr. Nantawat Boramanand Chairperson Independent Director Member of the Corporate Governance Committee Chairman of the Sustainability and Risk Management Committee 2. Mr. Thapana Sirivadhanabhakdi Member of the Audit Committee Vice Chairman Chairman of the Executive Committee 5. Mr. Suwit Chindasanguan Independent Director 3. Associate Professor Chairman of the Corporate Governance Committee Dr. Somchai Phagaphasvivat Member of the Audit Committee Independent Director Member of the Nomination and Chairman of the Audit Committee Remuneration Committee Member of the Sustainability and Risk Management Committee 6. Mr. Pramoad Phornprapha Independent Director 1 2 3 7 8 9 Chairman of the Nomination and 4 5 6 10 11 12 Remuneration Committee Member of the Corporate Governance Committee
30 Annual Report 2020 7. Mr. Nararat Limnararat 10. Mrs. Rarin Utakapan Punjarungroj Director Director Vice Chairman of the Executive Committee Member of the Sustainability and Member of the Corporate Governance Committee Risk Management Committee Member of the Nomination Member of the Nomination and Remuneration Committee and Remuneration Committee Member of the Executive Committee 8. Flg.Off. Kamolnai Chaixanien Group Chief Executive Officer Director Member of the Executive Committee 11. Mr. Chokchai Punjarungroj Director 9. Mr. Khumpol Poonsonee Director 12. Mr. Cheewapat Nathalang Member of the Sustainability and Director Risk Management Committee Member of the Executive Committee Member of the Executive Committee Deputy Group CEO
Amarin Printing and Publishing Public Company Limited 31 The Executive Committee
1. Mr. Thapana Sirivadhanabhakdi 4. Mr. Khumpol Poonsonee Chairman of the Executive Committee Member of the Executive Committee
2. Mr. Nararat Limnararat 5. Mrs. Rarin Utakapan Punjarungroj Vice Chairman of the Executive Committee Member of the Executive Committee Group Chief Executive Officer 3. Flg.Off. Kamolnai Chaixanien Member of the Executive Committee 6. Mr. Cheewapat Nathalang Member of the Executive Committee Deputy Group CEO 1 2 3 7 4 5 6 8
32 Annual Report 2020 Advisor to the Executive Committee
Mrs. Metta Utakapan Advisor to the Executive Committee
7. Mr. Siri Bunpitukgate Member of the Executive Committee Chief Financial Officer
8. Mr. Jeremiah Pitakwong Member of the Executive Committee Managing Director: Living Media
Amarin Printing and Publishing Public Company Limited 33 Management Team As of 31 December 2020
1. Mrs. Rarin Utakapan Panjarungroj 9. Miss Waleerat Sakkajohnyos Group Chief Executive Officer Assistant Managing Director: Living Media 2. Mr. Cheewapat Nathalang 10. Mrs. Nuanchan Supanimit Deputy Group CEO Magazine Consultant: Life Media 3. Mr. Siri Bunpitukgate 11. Mr. Praphan Prabhasavat Chief Financial Officer Magazine Consultant: Living Media 4. Mr. Chantachat Dhanesnitaya 12. Mr. Ongaj Jira-On Financial Controller Book Publishing Consultant 5. Mr. Jeremiah Pitakwong 13. Miss Uraiwan Soontornhong Managing Director: Living Media Account Management Consultant 6. Miss Ussanee Viratkaphan Managing Director: Book Publishing Business 7 7. Mr. Monthian Siripongpreda 12 11 6 10 4 2 5 9 Managing Director: Life Media 13 3 1 8 8. Miss Jutamas Smitanon Deputy Managing Director: Printing and Packaging Division
34 Annual Report 2020 14. Mrs. Ampawan Suwanruangsri 23. Mr. Ronnachai Hansuwanon Senior Director of General Administration Executive Media Consultant Director 15. Miss Chantana Yutthanaphum 24. Mr. Sorrayut Visitvanichakul Senior Executive Editorial Director Creative Director 16. Miss Namthip Ngernyaem 25. Mr. Ath Prapunwattana Senior Executive Director Fair Director Marketing & Brand Communication - Media 26. Mr. Damrong Leewairoj 17. Mrs. Pattrawan Pultawekiat Editorial Director Director of The Creatia 27. Miss Sirikan Pholngam 18. Miss Tanaree Pimparu Editorial Director Account and Finance Director 19. Mrs. Sasichapa Maipumma Human Resource Director 21 25 23 24 20 27 22 26 20. Miss Chatchda Phomlert 15 19 16 17 14 18 Publishing Management Director 21. Miss Bussarakham Imjitt Executive Media Consultant Director 22. Mr. Companukorn Pandasuwan Executive Media Consultant Director
Amarin Printing and Publishing Public Company Limited 35 Corporate Social Responsibility
Amarin Group has always conducted its businesses in information/advice on products and services to customers line with its policies on social and environmental care. in a timely manner, has delivered quality products to Guided by the policies that care for the environment, customers in line with agreements on the basis of fair communities, and the society, Amarin Group has had both and arm’s length transactions, and has also avoided in-process and after-process corporate responsibility. conflict of interest. To date, the group has carried out several useful projects to inculcate in its staff the right conscience. Its human 2. Anti-Corruption Practices resource development features social responsibility standards and encourages staff to contribute to public Amarin Group has implemented policies and guidelines benefits in economic, social as well as environmental against all forms of corruption. Its directors, executives aspects, which are the basis for Thailand’s sustainable and staff must stay clear of corruption, no matter what development. Such efforts have in turn allowed Amarin forms, and fully comply with Thailand’s anti-graft laws/ Group’s business operations to move ahead efficiently regulations. Also, they must not engage in any conflict and prosper on a sustainable basis. Staffs of Amarin of interest. They must not use Amarin Group’s assets Group, who are valuable assets, have embraced the to pursue commercial benefits for themselves or their group’s corporate culture in dealing with colleagues, cronies. The management of Amarin Group has promoted customers and all other stakeholders. the right conscience among staff on a continuous basis. New staffs are educated about anti-corruption Amarin Group has counted corporate responsibility as a guidelines. Amarin Group has always informed its staff key part of its sustainable development strategy just like its of whistleblowing channels and protection available operating results. Its business operations must always be for whistleblowers. Moreover, staffs have been briefed legitimate, transparent and done after taking into account about transparent procurement policies. Operated by the the benefits and impacts of all stakeholders. The group’s group’s Internal Audit Unit, monitoring system is in place corporate responsibility also covers good guidelines on to ensure staff’s compliance with laws. Assessments shareholders’ rights, equal treatment of shareholders, are also conducted for businesses that risk engaging roles of stakeholders, disclosure of information, in corruption. In 2018, Amarin signed an agreement to transparency, and the Board of Directors’ responsibility. officially join the Collective Anti-Corruption (CAC). In 2020, Amarin Group conducted its businesses in a socially and environmentally responsible manner. The 3. Respect for Human Rights summary was as follows: Amarin Group has recognized that respect for human rights is a basis of human resource development. Support 1. Fair Operating Practices has thus been provided to ensure that the group and its staff do not commit any human rights violation. Amarin Group has placed an emphasis on fair practices. Freedom, equality and peace have been promoted. Not taking advantage of others, the group ethically has Amarin recruitment is free from ethnic, religious and treated its shareholders, staff, customers, competitors, sexual discrimination. All are treated as equals. There trade partners, creditors, communities, and society. All is neither oppression nor sexual harassment at Amarin groups of stakeholders have received fair and equal Group. Ideological freedom is not restricted for as long treatment from Amarin Group. Guided by its integrity, as it does not affect or damage the group’s reputation. Amarin Group has given adequate and proper
36 Annual Report 2020 are to learn to appreciate emptiness and maintain the normal state of mind so that one can live happily.
2) Activities to Promote Unity and Thainess: Amarin Valentine’s Day has invited executives and staff to write down messages for their colleagues. Offering thanks, moral support, appreciation or good feelings, these written messages are then delivered together with a rose by the Company to intended recipients. Thanks to these activities, employees know more about and smile more at one another. Positive interactions will then increase.
4. Fair Labor Practices
Amarin Group is committed to raising labor standards and staff’s quality of life. Work environment at the group has been constantly improved to uphold occupational safety. In addition, Amarin Group organized several activities in 2020 in line with its concept and mission 3) Social-work activities: Supporting social work on as follows: a regular basis, the Company has inculcated public mindedness and social responsibility in its staff 1) Activities for Good Emotional Health: These activities through several activities, namely Publication Donations are held for employees, their family members, and that cover pocketbooks, magazines and all other interested members of the public, including customers types of publications by the Company and its and local people. Candle Procession for Buddhist subsidiaries with recipients being government agencies Lent aims at promoting Buddhism and continuing that serve the public, such as schools and hospitals a Buddhist tradition. Via these activities, executives so as to spread knowledge and promote reading and staff of the Company get opportunities to culture among Thais; Social-work activities: make merits and bring elaborate candles to temples AMARIN Open House has been organized for on Buddhist Lent occasion together. Dharma Lecture, outsiders, namely university lecturers/students, to as the Company has seriously promoted meditation explore the Company’s work process. For each among its employees, family members, and customers educational visit to its compound, the Company so as to encourage mindfulness meditation. The practice has prepared a reception and speakers to educate provides a way to understand the state of mind, students. Visitors will see the whole process of to keep pace with one’s own thoughts, to understand quality-print production and print integration to new the mind that is also a source of desires, and to media for digital age, which is designed to respond stop holding onto something. The ultimate goals to every need of customers and deliver valuable
Amarin Printing and Publishing Public Company Limited 37 6. Environmental Care
Amarin Group has prepared environmental management process, which includes excellent systems, for its Printing and Packaging Division. Scrap materials and wastewater from its manufacturing process can be categorized as follows:
1) Wastewater from the Printing and Packaging Division’s manufacturing process is not huge in amount. experiences. Internship Project offers internship Each day, the manufacturing process generates opportunities to university students. Under this project, about 10 cubic meters of wastewater that is treated university students can learn on the job under the in a treatment pond before being discharged into guidance of professionals. At the completion of the a public detention pond. The Company has program, mentors will evaluate interns’ performance. implemented the policy to ensure that the discharged For those getting “excellent” scores, Amarin Group water is clean and free from contaminants. will consider hiring them as permanent employees 2) Scrap materials from the manufacturing process after their graduation; Jobs for the Physically- such as paper scraps, film scraps and no-longer-used Challenged Project that is conducted based on an aluminum plates are sold to buyers who have agreement the Company has signed with the arranged for recycling. Universal Foundation for Persons with Disabilities on the hiring of the physically challenged for The Company has also addressed other types of pollution. community/public services; and Blood and Body For example, regarding noise from machinery, the Company Donations with blood donated three times a year. has built a large air-conditioned room to contain For more details, please see “Human Resources”. its printing machines. Such facility proves effective in keeping machine noise inside. Moreover, the Company has chosen chemical products that are safe to staff, 5. Responsibility towards Consumers users, and readers. The Company has conducted environmental quality checks on a regular basis too. With commitment to honest and transparent operations, In 2020, its environmental quality monitoring report AMARIN Group is determined to win customers’ confidence was submitted on 28 April 2020. The Company passed and maximize their satisfaction by offering services all criteria sent by the Ministerial Regulation on the and products whose quality is beyond any expectation Prescribing of Standard for Administration and Management at a reasonable price. It has also sought to maintain of Occupational Safety, Health and Environment in good ties with customers on a sustainable basis by Relation to Heat, Light, and Noise B.E. 2549 (2006). constantly exploring ways to give increasing benefits Clause 15 under this regulation’s Chapter 5 stipulates to customers. In addition, AMARIN Group has taken that employers shall monitor and analyze environment care of its customers in various other aspects. It has in relation to heat, light, or noise within the workplace. safeguarded customers’ secrets, never abusing The Company, moreover, has checked the quality of customers’ information for the benefits of other persons. its treated wastewater on a quarterly basis. Wastewater AMARIN Group, moreover, has prepared units/process to treated by the Company has passed all criteria and met gather comments on its products/services. These comments all standards on the control of wastewater from industrial have then been used for product/service development operations that are pursuant to the Industry Ministry’s as the Company seeks to respond to customers’ Announcement on Wastewater Discharges from Factories needs in an increasingly comprehensive manner. B.E. 2560 (2017). Wastewater discharge control is under
38 Annual Report 2020 the supervision of the Industry Ministry’s Department of Socially and Environmentally Industrial Works and health authority of the Taling Chan District Office, the Bangkok Metropolitan Administration. Responsible Activities in 2020
The Company has also long provided training for staff Reporting Process including new employees. Covering a variety of topics, such training addresses safety measures in handling Amarin Group has compiled its CSR information chemicals. Refresher training has been conducted on as part of its annual report, which is available in both Thai a monthly basis too. In 2020, the Company trained a total and English languages, for the purpose of distributing of 127 employees. Given to staff involved in packaging concepts and activities related to socially and production/print production and factory engineers, the environmentally responsible activities to shareholders training presented basic chemical knowledge and and institutional investors via www.amarin.co.th. guideline on response to a chemical leak with aim to uphold efficiency and safety of both employees and society. CSR Activities
In June 2020, the Company was certified based on In addition to the aforementioned work process to promote cGMP& HACCP standards. Its certification on drug-abuse its sustainability, Amarin Group has also carried out prevention and solution standard was also renewed. various other activities in pursuit of social and environmental The renewal is a proof that the Company has fully met the sustainability via the following CSR activities: standard on drug prevention and solution for enterprises. 1. Social Work 7. Participation in Community or Social Development Amarin Group has helped the underprivileged, promoted good health, and delivered various other benefits to Amarin Group has promoted its happy co-existence with society. It has shared resources, physical energy, time communities and society, through a focus on creating and courage so as to repay the society in many forms. educational and occupational opportunities for not just Recognizing its duty as a corporate citizen, Amarin Group youths but also the underprivileged so that they receive has reached out to people in need. Staff has been taught knowledge and develops self-reliance (For more to serve as good members of society and spread the information, please check content listed under Amarin do-good culture. In 2020, Amarin Group carried out the Group’s activities in the Corporate Responsibility following activities: chapter). Moreover, Amarin Group has focused on creating and sharing innovations from its operations that demonstrate responsibility for the society, the environment and all stakeholders. Business - innovation development has always won support particularly in regard to process related to the promotion and support for all units to develop business innovations that allow Amarin Group to participate in the delivery of social, environmental and stakeholder-responsible products and services.
Amarin Printing and Publishing Public Company Limited 39 - Baannokkamin Foundation: Baht 200,000 - Mentally Handicapped Babies Home: Baht 50,000 - Issarachon Foundation: Baht 50,000 - Home for Animals: Baht 100,000 “Praew Charity 2020” - Ban Thammarak: Baht 100,000 Held under the Share the Love for Kids concept, the - Soi Dog Foundation: Baht 50,000 Praew Charity Project by Praew Magazine has continued - Tassanee Home: Baht 50,000 since 2003 to help raise funds for the vulnerable, women, - Save Elephant Foundation: Baht 500,000 children, abused animals, and the environment. To date, - Soldiers/policemen in unrest-plagued southern the Praew Charity Project has already raised more than border provinces: Baht 100,000 Baht 42 million fund for over 56 foundations. - Help Dogs by Phra Phayom: Baht 50,000
Praew Charity 2020 organized a charity shopping event Project to facilitate the acceptance/delivery in which celebrities from across Thailand offered their of donations to disaster victims in the South quality designer products at a friendly price. Parts of the Amarin Television Company Limited, a subsidiary, took proceeds then went to the Praew Charity Project, which up the role of the facilitator in sending moral support handed over the Baht 8.19 million fund to the Foundation and various forms of assistance to disaster victims in the for Children with Disabilities, the Yuvarasak Foundation, South. Raising Baht 8,550,593.07 in donation, the project the Animal Rescue Foundation of Thailand, the Save spent the fund on procuring relief-item bags, rice, dried Andaman Network Foundation, the Chiang Khong foods, medicines and life jackets to flood victims as well Mekong School on Local Knowledge, and more. as flooded schools. All items have already been delivered to intended recipients.
40 Annual Report 2020 2. Educational Activities
3rd Year of “Sending Knowledge, Creating Happiness” Amarin Group has promoted education via various activities. Recognizing the importance of reading, which is an important foundation for learning, Amarin Printing and Publishing Company Limited in its capacity as Thailand’s multimedia leader has joined hands with Thai Beverage Public Company Limited and allies in launching the “Sending Knowledge, Creating Happiness” project, which has been carrying out for three years, with aim to encourage children to read books at least 15 minutes as to spread knowledge, happiness and positive energy a day. It has been proven that such reading stimulates in line with Naiin’s mission. Naiin aims to serve as a hub of brain development and efficient learning among children. knowledge and ideas, while promoting love for reading Supported by the Ministry of Education and the Office among Thais because the reading habit is always of the Basic Education Commission, this project seeks fundamental to human development, social development, to raise children’s and youth’s awareness of reading and national development. importance. 3. Activities for Environmental Care Naiin Donates 5,000 Books to the World Vision Foundation of Thailand Activities in this category are conducted for environmental As Naiin (Amarin Book Center Company Limited) produced care such as energy conservation, environmental “The Watcher” commercial with aim to engage readers rehabilitation, reduced consumption of resources, and in giving culture, it offered to donate one book to campaigning for environmental protection. These activities the World Vision Foundation of Thailand every time are in line with Amarin Group’s mission to sustainability. the commercial was shared on social media. In other Amarin Group is committed to promoting green mind words, when a reader shared the commercial clip, he among all its members, who are encouraged to sustain or she played a role in this book-donation campaign. the good environment for the future generations. The maximum number of books to be donated under this campaign was 5,000. The World Vision Foundation of Thailand will distribute these books among the underprivileged people who have lived in remote areas so
Amarin Printing and Publishing Public Company Limited 41 Key Events
Sudsapda Beauty Awards 2020 Amarin Baby & Kids Awards 2020 27 October 2020 31 October 2020 The Botanical House Bangkok Central Plaza Westgate Sudsapda, led by its Editor-in-chief Ms. Monthira Phupaknam, Reaffirming its status as Thailand’s No. 1 moms & kids organized the “Sudsapda Beauty Awards” for six consecutive network with the deepest insight into mothers, Amarin years now to honor beauty brands that shone as Beauty Baby & Kids organized Amarin Baby & Kids Awards of New Generation. Sudsapda Beauty Awards 2020 2020 to honor parents’ favorite brands across 75 product were granted based on votes done over Sudsapda.com categories under nine award categories. Mrs. Rarin Utakapan as well as two months of stringent selection by beauty Punjarungroj, Group Chief Executive Officer of Amarin gurus, namely Sudsapda’s beauty editor Ms. Nicharee Printing and Publishing Public Company Limited, presented Wancha-em, Sudsapda’s Suicidal Review host Ms. the awards to recipients at the event. Mommy’s Choice Piyamala “Baitoey” Narintornsorasak, and new-generation awards were granted based on the voice of mothers actress Ms. Nopjira “Fern” Lerkkajornnamkul. In all, a total across the country while Editor’s Choice awards were of 81 Sudsapda Beauty Awards were granted in 2020 conferred solely based on product quality. In 2020, Amarin in a ceremony that attracted several famous celebrities Baby & Kids Awards had some additions with the new including Mr. Maethanee “Nino” Buranasiri, Ms. Kara awards granted to Ms. Sarunrat “Lydia” Visutthithada, Polasit, and Mr. Suppapong “Saint” Udomkaewkanjana. Ms. Paradee “Ple” Yuphasuk, N’ Prim from YouTube Channel: Dek Jew Chill Out, Mother Phon from Facebook Page: Happy Journey @tolpaiduaygan, and Mother Palm from Facebook Page: @motherlurka. The Amarin Baby & Kids Awards 2020 event featured several other interesting activities too. Held in the theme of Happy Family: Happiness Extends Beyond Home, Amarin Baby & Kids Presents Mom Expert’s Day featured a big range of moral tales and Power BQ activities for kids’ heightened imagination. Moreover, the event included “Mom Expert’s Talk: Giving Your Kids Comprehensive Intelligence with Power BQ”. Designed for pregnant women and mothers whose kids were no more than six years old, it featured famous doctors and experts such as Dr. Sutheera Uerpairojkit, Assoc.Prof. Dr. Panadda Thanasetkorn and Asst.Prof. Dr. Jiraporn Arunakul. Amarin Baby & Kids Awards 2020 was held on Saturday 31 October 2020 at Central Plaza Westgate. 42 Annual Report 2020 Praew Iconic Beauty 2020 Cheewajit Awards 2020 12 November 2020 19 November 2020 AUBE, Ratchaphruek The Glass House, Nai Lert Park Heritage Home Praew Magazine organized Praew Iconic Beauty 2020 Founded by Mr. Chukiat Utakapan and Dr. Satis under the Beauty Sensation concept, which celebrates the Indrakamhaeng, Cheewajit Magazine – a leading health various aspects of beauty – visual, scent, color and texture. guru – was stepping into its 23rd year with an aspiration Held for six consecutive years, the annual event of Praew to promote integrative magazine and nature-based Iconic Beauty has reaffirmed the magazine’s status as an healthcare. It therefore organized the “Cheewajit Awards ultimate beauty leader. Famous figures from the beauty and 2020”. Led by Amarin Printing and Publishing Public fashion industry were recruited as judges for the granting Company Limited’s Chairperson Mrs. Metta Utakapan of Praew Iconic Beauty 2020 awards. Praew Magazine’s and Cheewajit Magazine’s editor-in-chief Ms. Wassana managing editor Ms. Siriphen Phalanchai handed out Plailek, the award presentation ceremony took place to 107 awards from 11 product categories at the event, which honor quality persons, organizations and products. At the attracted representatives of prominent beauty brands event were also Mr. Monthian Siripongpreda, managing as well as top celebrities. director of Amarin Printing and Publishing Public Company Limited, Mrs. Nuanchan Supanimit, the company’s Wielding influence over beauty and fashion industry, the five magazine consultant, Ms. Paka Sengpanich, Thailand’s dedicated judges for Praew Iconic Beauty 2020 awards are Cheewajit food guru, Captain Dr. Suracha Leelayuttakarn, Padcha Praewnista (Ms. Padcha Supanimit - beauty editor anti-aging and regenerative medicine specialist, and of Praew Magazine), who has engineered the Praew Iconic famous singer Mr. Nop Ponchamni. Beauty project throughout the past six years; Alwaysfluke or Mr. Rapee Chusuwan, a beauty influencer and brides- to-be’s dream makeup artist; Ms. Note Panayanggool, a chic singer/lifestyle influencer; Ms. Oranicha “Proud” Krinchai, a leading fashion influencer who shines with both mix-and-match fashion and beauty tips; and Ms. Sonya Singha, a beautiful and high-maintenance celeb.
Amarin Printing and Publishing Public Company Limited 43 Baan Lae Suan Fair
For more than 20 years, Baan Lae Suan Fair ranks among the best exhibitions in Thailand and the ASEAN region. Today, Baan Lae Suan Fair has been held three times a year. The one early in the year focuses on new trends, the one in the middle of the year highlights crafts, trees, and gardening, while the one late in the year presents innovations.
Baan Lae Suan Select 2020: “Betterism: Good design for a better world” 19 - 23 February 2020 Halls 9 - 12, IMPACT Muang Thong Thani
Held as the first design fair of 2020, it featured trends about furniture making and outdoor lifestyles. Products by Thai designers at the fair focused on easy-to-understand concepts and functionality. The fair in all promoted great design concepts and items, giving opportunities for visitors to change the world for the better. Baan Lae Suan Select 2020 advocated the themes of reuse and versatility, offering unusual designs and formats.
44 Annual Report 2020 Baan Lae Suan Midyear Fair 2020: “ECO-CHIC” 7 - 16 August 2020 Halls 98 - 104, Bangkok International Trade & Exhibition Centre (BITEC Bangna)
The Baan Lae Suan Midyear Fair 2020 was held under the “ECO-CHIC” theme. Living in the comfort-driven world, humans care less about waste they have produced. As manufacturing becomes easier, more products have been produced and their average use life becomes much shorter. As a result, there is a fast-growing pile of waste that has not been well managed. In the end, waste has threatened to harm the environment and mankind. Baan Lae Suan Midyear Fair aimed to make clear that eco issues are not irrelevant. Embracing eco-friendly products in daily life can also answer well to our modern lifestyles. Baan Lae Suan Midyear Fair 2020, moreover, presented living tips for New Normal age in which people spent more time at home and with themselves. These tips were highlighted in various zones of the event.
Baan Lae Suan Fair 2020: “Origin” 30 October - 8 November 2020 Challenger Halls 1 - 3, IMPACT Muang Thong Thani
Being the biggest exhibition on home decor and gardening in terms of space and grand presentation, Baan Lae Suan Fair 2020 boasted a complete range of products for home lovers. The event covered Design Living as well as Outdoor Living, with both exhibition zone and activities zone whereby visitors could get updates about living spaces and enjoy entertainment. Home lovers felt like they walked into the “Baan Lae Suan” Magazine once they entered this fair.
Based on Origin concept, Baan Lae Suan Fair 2020 decoded the nature for materials, structure, home designs, functionality, and the interdependence between the living things and non-life elements so as to provide products that are naturally beautiful and blend well into today’s lives. This event presented home-decor ideas for each corner of houses. Based on the Origin concept, each part of the houses could be separate in order for them to blend into a green zone rather than requiring tree uprooting. The concept resonated with the design for traditional Thai houses. In addition, Origin focused on heat-reducing wall and an open-style bathroom that would bring users closer to the nature. Building materials were something that could be found in Thai context, such as bamboo and earthen wall panels. Structural designs focused on natural flow and durability, as designers studied the structure of trees and gravity force. Beautiful end-products reflect the beauty of the nature, something so familiar, as the fair reminded its visitors of the origin of the magnificence.
Amarin Printing and Publishing Public Company Limited 45 Amarin Baby & Kids Fair
February, July, August and December Bangkok International & Trade Exhibition Centre
This is an ultimate fair for families, featuring quality products for moms, kids, and all their family members. Being Thailand’s biggest quality fair for moms and kids for years, Amarin Baby & Kids Fair has always won excellent response. Each of its fairs features more than 1,000 booths and attracts a huge number of visitors. Each year, the number of visitors to Amarin Baby & Kids Fair is well over one million. In 2020, Amarin Baby & Kids Fair was held four times. At the beginning of the year, it ran from 27 February to 1 March 2020 at Halls 98 - 99, the Bangkok International & Trade Exhibition Centre (BITEC). The two later fairs were held during the middle of the year or between 9 - 12 July 2020 and 13 - 16 August 2020 at Hall 106, BITEC. The last one ran from 10 to 13 December 2020 at Halls 98 - 99, BITEC. In addition to quality products, Amarin Baby & Kids Fair presents constructive activities such as talks by medical specialists. Visitors to this fair get everything they need for their family.
46 Annual Report 2020 Good Life Fair by Cheewajit Foodtival
7 - 16 August 2020 9 - 13 December 2020 Hall 105, Bangkok International Trade & Halls 7 - 8, Exhibition Centre (BITEC Bangna) IMPACT Muang Thong Thani
This fair offered “fun shopping & good health”. Answering This festival connected everything with food. No matter if to health lovers’ every lifestyle, it featured more than you eat clean, eat a lot, love snack, or enjoy cooking, you 400 booths of health products, organic items, herbal would enjoy the event #becauseeatingispriority. Foodtival products, beauty items, elderly-themed products, health featured more than 400 booths. Below were highlights: innovations and homecare items. • A Cuisine x Bangkok Air Catering Chef’s Table: • Community Organic Market Zone by the Department It upgraded culinary experiences with premium of Internal Trade: It brought organic produce such international food that was served in a chef’s table as vegetables, fruits and rice from farms to urban style. A Cuisine recruited only seasoned chefs for people. Its pavilion showcased organic crops from this impressive service. various organic communities. • Sustainable Living by Cheewajit: This zone invited • "Eating That Helps Farmers, Health & Thai health lovers to sustainable living and eating with Economy Zone": It featured rice, fresh vegetables Grow, Cook, Adjust for Sustainable Living & Good and chemical-free fruits from urban and suburban Health activities. farms, as well as some processed produce to delight • “District Dish Delight”: It featured 10 must-try consumers who cared not just about their health restaurants from 10 communities across four regions. but also farmers and the country’s economy. • 20 Famous Eateries around Bangkok: It presented • Take Veggies Zone: In this zone, consumers both main dishes and dessert. may take whatever they liked and donated money • Cabin Crew Market: Its top products included Thai to a food fund for underprivileged children at the Airways Deep-Fried Dough. Ban Dek Ramindra School (Ramindra 34). • Organic Market Zone: It brought organic crops • Get Promotions! Exclusive Privilege Coupons were such as fruits, vegetables, and rice from farms to available for use at the fair when making a registration urban consumers. via amarinfair.com. • Seminars headlined by sustainability gurus plus fun • Anti - Illness Edible Gardens: Visitors could explore workshops. beautiful and edible plants in this zone.
Amarin Printing and Publishing Public Company Limited 47 BUSINESS OVERVIEW Shareholding Structure As of 31 December 2020
Amarin Printing and Publishing Public Company Limited Registered Capital: Baht 998 million / Paid-up Capital: Baht 998 million
Subsidiaries Associated Companies Others
99.99% 46.00% 1.00%
Amarin Television Co., Ltd. Kadokawa Amarin Co., Ltd. Pracharath Rak Samakkee Registered Capital: Registered Capital: Social Enterprise Co., Ltd. Baht 3,600 million Baht 60 million Registered Capital: Paid-up Capital: Paid-up Capital: Baht 100 million Baht 3,600 million Baht 60 million Paid-up Capital: Baht 38 million
99.99%
Amarin Omniverse Co., Ltd. Registered Capital: Baht 100 million Paid-up Capital: Baht 100 million
99.99%
Amarin Book Center Co., Ltd. Registered Capital: Baht 50 million Paid-up Capital: Baht 50 million
Amarin Printing and Publishing Public Company Limited 49 Business Outlook and Competition
In 2020, the overall Thai economy was challenging to businesses in all aspects. The global economy slowed down in the wake of COVID-19 pandemic, which affected the industrial sector’s manufacturing process as well as imports. The private sector’s investments also slowed down. However, the biggest challenge was all surrounded consumers’ changing behaviors. Government spending, on the overall, shrank in regard to both stipends and investments. Consumption by the private sector was meanwhile stagnant. The Company’s revenue came mainly from its three businesses: Advertising Media Business, Books Publishing Business, and Printing and Packaging Business. Media Business Thailand’s economic recession in 2020 was the worst in 90 years. During the first seven months of the year, media spending dropped. Although it rebounded to an extent in the latter half of the year, several risk factors remained. These risks were economic situation, political demonstrations, the second wave of COVID-19 The 5 ON business strategy had details as follows: On- transmissions, and strict lockdowns that caused line – It focused on customer engagement, a crucial widespread and serious impacts. element for interactions, and the development of channels to communicate with target groups using OMNI MEDIA of Amarin Group adapted to the changing current content as well as value-packed content to boost situation by expanding its online channels such as view rate and sales; On Ground – It sought to spur social media and e-commerce platforms. The adaption interest by developing Hybrid Fairs. On Ground events aimed to respond well to the needs of both consumers were presented alongside Online Fairs with content and advertisers, tapping into every step of customers’ integrated with On Air or Amarin TV HD 34, which spun decision-making process. OMNI Media Solutions off its highly popular programs into on-ground events too; were integrated for value-packed content so as to On Shop – It readjusted Naiin’s business model. Not increase media consumption based on consumers’ only Naiin served as a smart store fulfilling both online interest. Living media covered Baan Lae Suan, room, and in-store purchases, but it also offered promotions in my home, Living ASEAN and National Geographic. Life line with government measures such as tax-deductible media covered Cheewajit, A Cuisine, Goodlife Update, purchases for bigger sales; and On Print – It stayed on Secret, and Amarin Baby & Kids. Lifestyle media as market leader with 78 percent market share. covered Praew, Praew Wedding, and Sudsapda. With the adaptation, Amarin’s advertising media demonstrated The continued development of all ONs, with support higher efficiency. Their online advertising inventory was from all sectors of AMARIN Group, has pursued OMNI 100 million per month, with the reach of 450 million views Effects from OMNI Media and OMNI Channel. These per month. These advertising media featured more than effects will become strategic strengths to drive business 150,000 video clips. The number of their social-media forward and create confidence of both consumers and followers totaled 21 million in number. advertisers.
50 Annual Report 2020 Books Publishing Business Amarin Group, via its publishing houses, has started publishing books since 1992 under the “Reading lays down important foundation” concept. Over time, its publishing houses have constantly developed content in response to the needs of customers and have delivered constructive experiences. At present, there are 11 publishing houses under Amarin Group. They are:
• Praew Publishing House, which produces Thai literature and translated books; • Praew Juvenile Publishing House, which publishes great Thai children’s books and translated version of quality foreign children’s literature; • Arun Publishing House, which produces Chinese and Thai love stories; • Rose Publishing House, which publishes Yaoi (homoerotic relationships between male characters) books - either originally in Thai or translated from other languages; • Springbooks Publishing House, which produces a great variety of books with inspirational and creative ideas for the new generation, teenagers, and university students; • Amarin Publishing House, which publishes academic books; • Amarin HOW-TO Publishing House, which publishes self-improvement psychology, career, finance and management books; • Shortcut Publishing House, which publishes inspirational self-improvement psychology books for first jobbers; • Amarin Health Publishing House, which publishes both Thai and translated books on health and wellness themes; • Amarin Dhamma Publishing House, which publishes Dhamma books containing correct, easy-to-understand and practical Dhamma principles; • Amarin Kids Publishing House, which produces children’s books for kids aged up to eight years, knowledge-enhancement books, and parenting guidebooks. These publishing houses have released about 400 book titles each year under different categories to comprehensively respond to the interests of readers of all genders and age groups. Three main categories are Fiction; Non-Fiction and children’s books. Amarin Printing and Publishing Public Company Limited 51 • Top Content Quality Content has always been at the heart of the Books Publishing Business. The Company therefore firmly keeps top quality content as its solid strength. Published are a variety of quality books, which was properly adjusted to comprehensively answers to the needs of all groups of readers. Thanks to this strategy, the Books Publishing Business of the Company grew in 2020 contrary to the industry’s trend.
• Integrated Solution Provider The Company has deployed integrated marketing communications, leveraging its strength of having various media outlets in its hand. Its Books Publishing Business has communicated with its target groups via its main website, www.amarinbooks.com, as well as social media such as Facebook Page, Instagram, Twitter, Achievements in 2020 YouTube and Podcast. It has also used online tools to promote every of its brands to drive their In 2020, readers changed their book buying behaviors growth on a continued basis. Moreover, it has with more purchases being made online. In addition, conducted customized marketing communications readers increasingly shifted towards e-books especially for every book published to deliver more refined for fiction category that recorded significant growth experiences to readers. while the overall book industry did not grow in 2020. Self-improvement psychology books, fiction and teenagers’ • Inclusive Digital Tools stories continued to enjoy growing sales too. Children’s All publishing houses of the Company have books and related products were also worth special conducted their business operations to the best attention, as parents apparently accorded more importance of their abilities. They have studied internal and to books when they spent more time together at home external factors that may affect their business. in 2020. In-depth studies have been conducted to gain insight into each reader group so as to predict Publishing houses under Amarin Group dealt with new trends and develop capabilities in response highly volatile economy through three main strategies: to emerging reader behaviors. Top Content Quality, Integrated Solution Provider and Inclusive Digital Tools. In the fast-changing digital age, these publishing houses have never stopped improving their operations to respond well to readers’ behaviors. Social-media usage has already extended beyond old social-media accounts to many more formats including Live Streaming, LINE OA (LINE official account) and (LINE Open Chat).
52 Annual Report 2020 Printing and Packaging Business
In the past year, Printing and Packaging Business faced Print on Demand services, which cater to customers impacts from COVID-19 outbreak. As the government requiring a small volume of prints, received good response implemented lockdown measures during the first two in the past year. The services look set to continue quarters of 2020 to contain the spread of the disease, growing too. the economy was affected and so were several industries including the printing and packaging industry. The Printing and Packaging Business, moreover, responds lockdown, moreover, triggered consumers’ shift towards to customers’ needs with its complete range of content New-Normal lifestyles and with the help of technology, services. The Creatia has produced and designed online transactions. content for customers to use over various platforms from printed materials to online platforms, offering various Printing and Packaging Business has continued improving presentation methods including infographics, video clips, its standard with maximum efficiency during the year, and Podcasts. Backed by its highly experienced and receiving GMP (Good Manufacturing Practice) as well professional team, The Creatia has won positive response as HACCP (Hazard Analysis Critical Control Point) from consumers and is now standing to grow further. certifications as solid proof of its food-packaging production standard and quality. Its packaging business therefore is ready to accommodate growing food packaging market. The growth is in line with consumers’ New Normal lifestyles, which include ordering food and consumer goods online. As the market grows, demand for safe and good standard packaging rises.
Although technologies that serve news and content faster have disrupted periodicals such as magazines, there is still demand for premium publications such as commemorative books that require neat preparations and valued beautiful design. Printing and Packaging Business thus not only upholds its printing quality based on ISO 9001: 2015 standard but it also develops printing techniques to fulfill aesthetic needs of and add value to publications in response to customers’ desire. Its
Amarin Printing and Publishing Public Company Limited 53 Special Publications
For more than 20 years, the Company has published and distributed royal literary works. It has also produced books for special occasions out of gratitude to the Royal Family’s boundless benevolence such as the Royal Coronation Ceremony of HM King Maha Vajiralongkorn Phra Vajiraklaochaoyuhua, who attended the ceremony in 2019; Compilation of Royal Speeches and Advice that he granted in 2018 and 2019; and Year of the Ox Diary that features HRH Princess Maha Chakri Sirindhorn’s painting and handwritten well wishing message on its cover.
54 Annual Report 2020 Amarin Book Center Company Limited
Amarin Book Center Company Limited was established in 1993 for business operations related to the distribution of printed materials published by Amarin Printing and Publishing Public Company Limited, other publishers, or independent writers. Later on, Amarin Book Center has also stepped into retailing through the launch of Nai-In bookstore chain with aim to get closer to readers and to distribute knowledge among communities. Throughout its 27 year history, Amarin Book Center has constantly developed its business in response to market needs. It has also improved support units’ work systems, IT systems, warehousing and delivery system all the time. It has thus been Thailand’s leading distributor of printed materials today. As of 31 December 2020, there have been 139 Nai-In bookstores. Amarin Omniverse Company Limited Amarin Television Company Limited
Amarin Omniverse Company Limited was established Amarin Television Company Limited has obtained on 2 November 2017 with the registered capital of a license from the Office of the National Broadcasting Baht 100,000,000 and issued and paid-up share capital and Telecommunications Commission to use a frequency Baht 100,000,000 to buy, procure, lease, rent and hold and operate a TV business as a national-level service various assets for profit making, and to hold shares in business in the HD category. It started broadcasting limited partnerships, company limited and public on 23 May 2014, with viewers being able to watch its company limited. It is a subsidiary of Amarin Printing programs by tuning to Channel 34 or “Amarin TV 34 HD” and Publishing Public Company Limited, which holds on TV. Viewers can also access the channel’s content 99.99 percent of its shares. on other platforms such as the company’s website, YouTube and Facebook. The company has also been developing other platforms for broadcast to keep pace with viewers’ needs.
Amarin TV 34 HD broadcasts its content 24 hours a day. Its content covers news programs, infotainment programs, documentaries and general-knowledge programs. Content has come from the company’s own production as well as its collaborations with business partners, which have served new programs to the channel on a continued basis. In 2020, the company enjoyed big success, with its ratings soaring by 64.8 percent. It was ranked the sixth most popular TV channel in 2020, up by one spot from a year earlier.
2018 2019 2020 Ratings 0.313 0.355 0.585 Increase by (%) 12.2 13.4 64.8
Note: Ratings are compiled based on viewers aged 4 years up by AGB Nielsen.
Amarin Printing and Publishing Public Company Limited 55 - 2019 319,702 3,103,941 3,103,941 3,103,941 2,784,239 (in thousand baht) - Total 2020 171,749 2,775,500 2,775,500 2,775,500 2,603,751 - 2019 (43,253) (576,913) (533,660) (576,913) (576,913) - Eliminations Intercompany 2020 (39,320) (555,667) (516,347) (555,667) (555,667) 2019 768,576 785,051 248,175 264,650 1,033,226 1,033,226 Production and advertising 54,131 2020 950,078 147,723 1,097,801 1,043,670 1,097,801 through television media Consolidated Financial Statements 2,796 2019 76,788 689,703 689,703 686,907 612,915 and advertising 53,841 2020 724,011 724,011 184,219 539,792 670,170 through online media Organization exhibitions 2019 21,517 325,942 1,957,925 1,631,983 1,936,408 1,957,925 Production, distributions of 9,504 2020 317,316 books and advertising through printing media 1,509,354 1,192,038 1,499,850 1,509,354 For the year ended 31 December For Inter-segment revenue Total revenue Over Time Information about Information reportable segment External revenues Disaggregation of revenue Timing of revenue recognition At a point in time Total revenue Revenue Structure of revenue and the amount and 2020, 2019 between Limited Company Public and Publishing Printing revenue of Amarin the total table shows The following from each of its businesses:
56 Annual Report 2020 Summary of Financial Statements & Analysis of AMARIN’s Financial Position and Operating Results Financial information from the Company’s audited financial statements for the years ending on 31 December 2018 - 31 December 2020 can be summarized as follows:
The following tables summarize the financial position and operating results of AMARIN for 2018 - 2020 accounting years
2018 2019 2020 Statements of Financial Position Million baht % Million baht % Million baht % Assets Current assets Cash and cash equivalents 1,044.79 16.94% 253.77 4.80% 211.64 3.91% Current investments 0.00 0.00% 50.00 0.95% 70.00 1.29% Trade accounts receivable 565.24 9.16% 594.44 11.25% 507.56 9.37% Other receivables 64.70 1.05% 130.06 2.46% 149.49 2.76% Short-term loans to subsidiaries 0.00 0.00% 0.00 0.00% 0.00 0.00% Inventories 435.01 7.05% 385.96 7.30% 375.40 6.93% Current portion of other long-term 0.00 0.00% 10.00 0.19% 710.05 13.11% investments Other current assets 17.73 0.29% 16.99 0.32% 16.66 0.31% Total current assets 2,127.46 34.49% 1,441.22 27.27% 2,040.80 37.68%
Non-Current assets Investments in associates 14.88 0.24% 29.60 0.56% 24.32 0.45% Investments in subsidiaries 0.00 0.00% 0.00 0.00% 0.00 0.00% Long-term investments in related parties 3.50 0.06% 1.00 0.02% 1.00 0.02% Other long-term investments 10.02 0.16% 700.00 13.25% 235.00 4.34% Investment property 0.00 0.00% 0.00 0.00% 0.00 0.00% Property, plant and equipment 1,307.04 21.19% 1,252.34 23.70% 1,178.81 21.76% Right-of-use asset 0.00 0.00% 0.00 0.00% 223.33 4.12% Land held for future development 77.41 1.26% 77.41 1.46% 77.41 1.43% Digital television license 2,127.89 34.50% 1,304.69 24.69% 1,164.65 21.50%
Amarin Printing and Publishing Public Company Limited 57 2018 2019 2020 Statements of Financial Position Million baht % Million baht % Million baht % Goodwill 189.78 3.08% 189.78 3.59% 189.78 3.50% Book copyright 32.48 0.53% 41.33 0.78% 52.54 0.97% Intangible assets of popularity 173.47 2.81% 140.83 2.67% 104.25 1.92% Other intangible assets 14.84 0.24% 9.31 0.18% 5.68 0.10% Deferred tax assets 1.86 0.03% 1.88 0.04% 0.00 0.00% Restricted deposits at financial institutions 57.77 0.94% 53.95 1.02% 53.87 0.99% Other non-current assets 29.05 0.47% 40.81 0.77% 64.88 1.20% Total non-current assets 4,039.99 65.51% 3,842.94 72.73% 3,375.53 62.32% Total assets 6,167.45 100.00% 5,284.16 100.00% 5,416.33 100.00%
Liabilities and equity Current liabilities Trade accounts payable 474.17 7.69% 409.54 7.75% 353.38 6.52% Other payables 217.49 3.53% 244.67 4.63% 188.52 3.48% Accrued expenses 181.60 2.94% 167.14 3.16% 202.52 3.74% Current portion of long-term liabilities from 16.68 0.27% 17.55 0.33% 103.28 1.91% lease contracts (2019: debts under lease contracts that are due in one year) Other current liabilities 54.29 0.88% 48.70 0.92% 45.38 0.84% Total current liabilities 944.22 15.31% 887.59 16.80% 893.07 16.49%
Non-current liabilities Digital television license payable 915.66 14.85% 0.00 0.00% 0.00 0.00% Debts under lease contracts 32.81 0.53% 16.41 0.31% 81.04 1.50% (2019: financial lease contracts) Non-current provisions 183.21 2.97% 192.33 3.64% 206.30 3.81% for employee benefits Non-current provisions for demolition expenses 9.59 0.16% 9.33 0.18% 9.10 0.17% Other non-current liabilities 7.00 0.11% 5.70 0.11% 5.66 0.10% Total non-current liabilities 1,148.27 18.62% 223.77 4.23% 302.11 5.58% Total liabilities 2,092.49 33.93% 1,111.36 21.03% 1,195.18 22.07%
58 Annual Report 2020 2018 2019 2020 Statements of Financial Position Million baht % Million baht % Million baht % Equity Share capital Authorized share capital (998,281,590 ordinary shares: 998.28 998.28 998.28 Bt1 per share) Issued and paid share capital (998,281,590 ordinary shares: 998.28 16.19% 998.28 18.89% 998.28 18.43% Bt1 per share) Share premium on ordinary shares 2,786.81 45.19% 2,786.81 52.74% 2,786.81 51.45% Retained earning Appropriated, Legal reserve 43.26 0.70% 49.47 0.94% 50.58 0.93% Unappropriated 246.61 4.00% 338.24 6.40% 385.49 7.12% Total equity 4,074.96 66.07% 4,172.80 78.97% 4,221.16 77.93%
Total liabilities and equity 6,167.45 100.00% 5,284.16 100.00% 5,416.33 100.00%
Amarin Printing and Publishing Public Company Limited and its Subsidiaries for the year ended 31 December 2018 - 2020
2018 2019 2020 Statement of Comprehensive Income Million baht % Million baht % Million baht % Revenue Revenue from sale of goods and 2,798.96 93.35% 3,103.94 94.97% 2,775.50 94.50% rendering of services Gain on previously held equity interest 58.08 1.94% 0.00 0.00% 0.00 0.00% in related parties prior to change of status to subsidiary Other income 141.20 4.71% 164.52 5.03% 161.61 5.50% Total revenue 2,998.24 100.00% 3,268.46 100.00% 2,937.11 100.00%
Amarin Printing and Publishing Public Company Limited 59 2018 2019 2020 Statement of Comprehensive Income Million baht % Million baht % Million baht % Expenses Costs of sale of goods and rendering of 1,985.91 66.24% 1,975.77 60.45% 1,853.83 63.12% services Selling expenses 277.50 9.26% 496.36 15.19% 366.13 12.47% Administrative expenses 488.37 16.29% 591.13 18.09% 534.43 18.20% Total expenses 2,751.78 91.78% 3,063.26 93.72% 2,754.39 93.78%
Profit from operating activities 246.46 8.22% 205.21 6.28% 182.72 6.22% Finance costs (32.38) (1.08%) (8.90) (0.27%) (5.08) (0.17%) Share of profit (loss) from associated (0.38) (0.01%) 0.92 0.03% (2.71) (0.09%) companies based on equity method Profit before income tax expense 213.71 7.13% 197.23 6.03% 174.93 5.96% Income tax expense (41.03) (1.37%) (29.51) (0.90%) (4.26) (0.15%) Profit for the year 172.68 5.76% 167.72 5.13% 170.67 5.81%
Other comprehensive income Items that will not be reclassified subsequently to profit or loss Loss from employee benefit reevaluation 1.53 0.05% 0.00 0.00% (3.14) (0.11%) Income tax relating to items that will not be (0.31) (0.01%) 0.00 0.00% 0.63 0.02% reclassified subsequently to profit or loss Total items that will not be reclassified 1.22 0.04% 0.00 0.00% (2.52) (0.09%) subsequently to profit or loss Other comprehensive income (expense) 1.22 0.04% 0.00 0.00% (2.52) (0.09%) for the year, net of tax
Total comprehensive income for the year 173.90 5.80% 167.72 5.13% 168.15 5.73%
Basic earnings per share 0.17 0.17 0.17
60 Annual Report 2020 Analysis and Explanation by the Management
Revenue from Sales and Services In 2020, the Company faced severe impacts from the percent because the expenses of Amarin Book Center COVID-19 situation that started early in the year. However, Company Limited was recognized from the third quarter thanks to its “5 ON” business strategy, Amarin Group in 2018 and for the whole year in 2019. In 2020, selling has had several revenue sources. Therefore, even in expenses decreased by Baht 130.23 million or by 26.2 spite of COVID-19 impacts, the Company’s revenue was percent as a result of expenses control management not seriously affected. and a decision to not organize marketing activities on a continual basis. In 2020, the Company had the total revenue of Baht 2,937.11 million down by Baht 331.35 million or 10.1 percent Between 2018 and 2020, the Company’s administrative from a year earlier. The decrease in revenue stemmed expenses were at Baht 488.37 million, Baht 591.13 mainly from the lower revenue from prints and exhibitions. million and Baht 534.43 million respectively. In 2019, the From the first quarter to the early part of the third quarter, administrative expenses rose by Baht 102.76 million or exhibitions could not be held. Naiin also had to close 21.0 percent from a year earlier because Amarin Book its physical outlets for about two months during 2020. Center Company Limited’s administrative expenses for So far, online distribution of books could compensate its book distribution was also included in consolidated partly for the loss of revenue from the temporary financial statement. In 2020, the Company placed an closing of physical stores. TV Digital Business, meanwhile, emphasis on controlling administrative expenses just enjoyed revenue growth as its Amarin TV 34 HD’s rating like other types of expenses. Thanks to the emphasis, soared from 0.355 in 2019 by 64.6 percent to 0.584 in the Company’s administrative expenses came down 2020. As the station ranked 6th in terms of popularity, by Baht 56.70 million or by 9.6 percent in 2020 when up by one spot from 2019, its revenue in the latter half compared with the previous year. of 2020 jumped by 47.6 percent from its first half. As a result, on the overall the Company’s revenue dropped Financial Cost by just 10.1 percent in 2020 when compared with its 2019 performance. Following financial restructuring in 2017, the Company’s financial cost has been spiraling down. In 2018, its Cost of Sales and Services financial cost stood at Baht 32.38 million - down by 69.3 percent from 2017. The financial cost dropped In 2020, the Company placed a strong emphasis on efficient further by 72.5 percent to Baht 8.90 million in 2019. cost control so as to mitigate impacts from revenue In 2020, the financial cost was at Baht 5.07 million only drop as it tried to maintain its gross profit margin. or 42.9 percent decrease from a year earlier as the Therefore, even though the Company bought new Company had had no debt obligations with any financial machinery to accommodate its Packaging Business’ institute. There were only letters of guarantee for normal growth, its cost of sales and services reduced by trading transactions. Baht 121.94 million or by 6.2 percent from 2019. Net Profit Selling and Administrative Expenses Owing to its business expansion in all fields, the Company Between 2018 and 2020, the Company’s selling expenses made a turnaround from incurring a loss to record a were at Baht 277.50 million, Baht 496.36 million and net profit of Baht 173.90 million in 2018. The profit Baht 366.13 million respectively. In 2019, selling covered all recognized gain on interest in connected expenses rose from 2018 by Baht 218.86 million or 78.9 businesses. In 2019, the Company had the net profit of
Amarin Printing and Publishing Public Company Limited 61 Baht 167.72 million - a slight decrease of 3.6 percent Baht 2,092.49 million, Baht 1,111.36 million and Baht when compared with 2018. However, if a special item 1,195.17 million respectively. Details were as follows: recorded in 2018 was excluded, the Company’s net profit in fact grew by 44.8 percent in 2019. The Company’s As of 31 December 2019, the Company’s total liabilities net profit in 2020 was very close to the 2019 figure in were at Baht 1,111.36 million down by Baht 981.12 million - spite of the fact that the Company had sustained huge because a subsidiary recorded the reduced book value loss in the first half of the year. In the latter half, the and reduced accrued book value of the TV license it was Company however recorded the net profit of Baht 255.68 holding. The reduction was in response to the National million. The amount marked a 36.5 percent increase Council for Peace and Order’s order dated 11 April 2019 when compared with the same period a year earlier. that exempted the subsidiary from paying the last two As a result, even though the Company recorded a net instalments of the license fee at a price above the loss in the first half of 2020, it recorded the net profit of minimum price. The Company, moreover, had already Baht 170.67 million for the whole year of 2020. The amount paid all the outstanding balance thus lowering the marked an increase of 1.8 percent from a year earlier. TV-license liabilities by Baht 915.66 million. As of 31 December 2020, the Company’s total liabilities Analysis of Financial Positions as of were at Baht 1,195.17 million - up by Baht 83.81 million 31 December 2018, 2019, and 2020 because liabilities from lease contracts increased from Baht 33.9 million in 2019 to Baht 184.3 million in 2020. The Company’s total assets as of 31 December 2018, The increase was a result of new accounting record 31 December 2019, and 31 December 2020 stood at practice for financial leases pursuant to the Thai Financial Baht 6,167.45 million, Baht 5,284.16 million and Baht Reporting Standard 16 (TFRS 16). 5,416.33 million respectively. Details were as follows: The Company’s total shareholder equity as of 31 December As of 31 December 2019, the Company had the total 2018, 31 December 2019, and 31 December 2020 assets of Baht 5,284.16 million. The assets went down stood at Baht 4,074.96 million, Baht 4,172.79 million and by Baht 883.29 million mainly because a subsidiary Baht 4,221.16 million respectively. As of 31 December recorded the reduced book value and reduced accrued 2020, the Company’s shareholder equity increased by book value of the TV license it was holding so as to Baht 48.36 million from 2019 as the Company earned reflect the current value of cash the Company had to a net profit from its net operating profit related to interim pay. There was a change in the value after the National dividend payment. Council for Peace and Order (NCPO) issued an order dated 11 April 2019 to exempt the subsidiary from 2020 Cash Flow Analysis paying the last two instalments of the license fee at a price above the minimum price. In 2020, the Company and its subsidiaries had the net cash flows of Baht 613.80 million from their operating As of 31 December 2020, the Company had the total results. The Company therefore spent Baht 399.27 assets of Baht 5,416.33 million - up by Baht 132.17 million. million of it on investing activities. The key investments The additional asset for the increase is the current of Baht 132.16 million were for building investments and portion of long-term investment. As of 31 December machinery purchases. The excess cash flows of Baht 2020, the Company’s current portion of long-term 245.21 million were also spent on bond purchases. investment stood at Baht 945.05 million up by Baht Aside, the Company spent Baht 256.66 million on 235.05 million from the end of 2019 because the financing activities. Of the amount, Baht 119.79 million Company recorded a net profit and had outstanding net was for dividend payment and Baht 136.87 million was cash flow that could be used to generate more returns. for repayments under lease contracts thus curbing debt amount by Baht 42.13 million from 2019. As of As of 31 December 2018, 31 December 2019 and 31 December 2020, the Company had cash or cash 31 December 2020, the Company’s total liabilities were at equivalents of Baht 211.64 million.
62 Annual Report 2020
Risk Factors
Risks to Amarin’s business operations disclosed herein may materially affect its businesses, operations, financial situation, as well as its shareholders’ investments. They are not just general risks for such type of businesses.
Operational Risks
To Print and Distribution Businesses
1. Product and Production Material Shortage: Paper 3. Copyright Risk: Many quality writers have entrusted is crucial to the production of magazines, books and their literary works to Amarin for publication and the printing business in general. The price cycle of this distribution, thanks to the Company’s successful record important raw material fluctuates depending on market of feeding the public with magazines and pocket books demand and economic trends. The Company manages which are all subject to competition in terms of content, this risk by placing purchase order well in advance modern and quality presentation. The content diversity in accordance with the known types and quantity of paper of its publications represents the consequence of its needed for the production of magazines and books. internal originality and external sources whose respective In this connection, suppliers are selected based on their copyright is secured either directly from their rightful competitive tenders of offer and under the terms and owners or through writers’ agents. In this regard, copyright conditions set by the Company. Where the sources contracts are duly endorsed with signature under clear, are concerned, the Company maintains a Source fair and transparent terms and details. The Company Identification Committee to identify and select primary therefore faces no copyright risk. and secondary distributors for normal operation and in case of loss of primary distributors. 4. Industry-related Risk: Amarin has invested in building a major printing house of its own with further and continued 2. Advertising Revenue Risks: Advertising industry has investment in technology that is capable of handling its been an effective indicator of economic situation. Whenever production of magazines, pocket books and general an economic crisis looms or occurs, advertisers printing services. This made it possible for the Company will postpone their ads. Such decisions affect both to effectively manage its production cost and deadline manufacturers and service providers. When advertisers control. As a result, it faces neither production capacity become cautious about ad spending, they will be very limit nor place of publishing quality publications. selective about media to ensure that channels chosen can reach their target groups better. To date, Amarin 5. Technology-change-related Risk: The fact that has successfully maintained its market share. Through today’s readers can access information online, e-books constant development, its magazines rank among the or other mobile electronic gadgets have increasingly most popular ones in the market. Amarin, moreover, has replaced the traditional role of the printing industry. offered a greater variety of advertising methods including The Company, is acutely aware of this emerging trend, the provision of digital media. Ads can be placed via has paid appropriate attention to studying its impact websites and social media under Amarin’s supervision in order to have the risk under proper control. as Amarin seeks to offer the most cost-effective choices for its customers. Due to such strategy, even when economic situation changes, Amarin’s advertising revenue has not been affected much.
64 Annual Report 2020 6. Distribution Channel Risks: Consumer behaviors Therefore, its success could significantly affect the have been changing all the time because of fast evolving Company’s operating results. However, the operation in technology and alternatives presented by business this particular line of business is regarded as a long-term competitors in the retail industry. Amarin therefore has investment, it is expected to strengthen the Company’s striven to ensure that its distribution channels keep operation, boost its business value and further its funding pace with consumer behaviors and consumers’ needs. support from financial institutions and the Company’s These channels are adequate and appropriate, with working capital. Amarin constantly developing its distribution channels to respond to changes in a timely manner. Financial Risks Risks of Digital TV Business 1. Payment Risks on Trade Account Receivables: The Company may have some risks from customers’ 1. License-related Risk: Amarin Television Company ability to pay trade account receivables. The Company Limited, a subsidiary of the Company, was granted the has mitigated such risks by carefully selecting capable Radio and Television Broadcasting Operation License customers, requiring certain collateral on new clients, in 2014 to engage in such services (frequency-based setting credit line and credit term uniquely and clearly operations) under the general high-definition group of for each customer, closely monitoring or collecting and national service provider business category. Accordingly, visiting customers regularly. the licensee shall be required to carry out the operation in strict compliance with the prescribed criteria throughout 2. Interest Rate Risks: The Company may have the 15-year license. However, the management’s some risks from interest rates volatility on its financial operating guidelines for its operatives and the past management. The Company has very clear financial performances of the operating units which had duly policies for choosing suitable financial tools at the observed all the set plans, it is expected that the minimal cost. The Company has never held or issued any license-related risk could be contained to some extent. financial instruments intended for speculation or trading that are against the Company’s businesses. 2. High Capital-intensive Risk: Amarin Group’s subsidiary, Amarin Television Company Limited the Company’s 3. Exchange Rate Risks: The Company may have some investment in digital television operation is no doubt risks arisen from equipment payments in foreign currencies. a capital-intensive operation in terms of license fee, However, the Company has mitigated such risks through networking service fee, investment required for studio the use of forward foreign currency contracts in every and equipment, as well as the needed revolving fund. transaction.
Amarin Printing and Publishing Public Company Limited 65 AMARIN CORPORATE PROFILE General Information and Other Significant Information
Securities Issuer
Amarin Printing and Publishing Public Company Limited, whose main business operations are to publish its publications, offer printing services, and take advertising jobs, is registered as a legal entity No. 0107536000480. Its registered capital and ordinary shares are worth Baht 998,281,590. Its paid-up shares now total Baht 998,281,590 with the par value at Baht 1 per share. The locations of the Company, its subsidiaries and related companies are as follows: Amarin Printing and Publishing Public Company Limited
1. Headquarters: Media Division and Books Division are located at 378 Chaiyaphruk Road, Taling Chan, Bangkok 10170 Tel: 0-2422-9999, Fax: 0-2433-8792, 0-2434-8699
2. Printing and Packaging Division is located at 376 Chaiyaphruk Road, Taling Chan, Bangkok 10170 Tel: 0-2422-9000, 0-2882-1010, Fax: 0-2433-2742, 0-2434-1385 Home Page: http://www.amarin.co.th E-mail: [email protected] Subsidiaries 1. Amarin Television Company Limited
operates a TV business with the registered ordinary shares worth Baht 3,600,000,000. Its paid-up shares total Baht 3,600,000,000 with par value at Baht 100 per share.
Its headquarters is located at 7/9 Arun Amarin Road, Bangkok Noi, Bangkok 10170 Tel: 0-2422-9191
Amarin Printing and Publishing Public Company Limited 67 2. Amarin Omniverse Company Limited Others procures, leases, rents, and holds various assets Pracharath Rak Samakkee (Thailand) for profit-making, and also holds shares in limited Company Limited partnerships, company limited, and public company limited. Its registered capital and issued shares are is a social enterprise. It sells products and offers Baht 100,000,000 in value. To date, its paid-up counseling/management services. Its registered capital is shares are worth Baht 100,000,000 at the par value at Baht 100,000,000. Paid-up and already issued shares of Baht 10 per share. now total Baht 38,000,000 at the par value of Baht 1,000 per share. Its headquarters is located at 378 Chaiyaphruk Road, Taling Chan, Bangkok 10170 Its headquarters is at 90 CW Tower, Ratchadaphisek Tel: 0-2422-9999 Road, Huai Khwang, Bangkok 10400 Tel: 0-2785-5421 3. Amarin Book Center Company Limited Other References sells books, other printed materials, and electronic creative media, such as video and multimedia Registrar teaching materials as both a retailer and a wholesaler. Thailand Securities Depository Company Limited Its registered capital is at Baht 50,000,000. Issued 14th Floor, SET Building, Tower B and paid-up shares total Baht 50,000,000 at the par 93, Ratchadaphisek Road, Din Daeng, Bangkok 10400 value of Baht 100 per share. Tel: 0-2009-9999, Fax: 0-2009-9476 Call Center: 0-2009-9999 Its headquarters is located at 108, Mu 2, www.set.or.th/tsd/th/tsd.html Bang Kruai - Chong Thanom Road, Maha Sawat Sub - District, Bang Kruai District, Nonthaburi 11130 Auditor Tel: 0-2423-9999 KPMG Phoomchai Audit Company Limited 48th Floor, Empire Tower 1 South Sathon Road, Affiliates Yannawa Sub-district Sathon District, Bangkok 10120 Tel: 0-2677-2000 Kadokawa Amarin Company Limited Financial Institutes with Regular Contact produces and distributes light novels, comics, Bangkok Bank, Bang Lamphu Branch Walker Magazine e-Commerce, books, e-books, Kasikorn Bank, Bang Yi Khan Branch licensed products, web streaming, sub-licensing Siam Commercial Bank, Bang Lamphu Branch of books, movies, animations and related products. Its registered capital and ordinary shares are Company Secretary worth Baht 60,000,000. Paid-up shares and capital Mr. Chantachat Dhanesnitaya total Baht 60,000,000 at the par value of Baht 1,000 Tel: 0-2422-9999 ext. 4602 per share. Fax: 0-2422-9890 E-mail: [email protected] Its headquarters is located at 378 Chaiyaphruk Road, Taling Chan, Bangkok 10170 Investor Relations Contact Tel: 0-2434-0333 - 4, Ms. Siriporn Sittichainarong Fax: 0-2422-9905 Tel: 0-2422-9999 ext. 4634, 4635 Fax: 0-2422-9890 E-mail: [email protected] 68 Annual Report 2020 Shareholders
The eleven biggest shareholders of Amarin Printing and Publishing Company Limited as of the book-closing date for shareholder registry or 31 December 2020 are:
Shareholding No. Name of Shareholders No. of Shares Percentage 1. Vadhanabhakdi Company Limited 602,427,400 60.346 2. Mrs. Rarin Utakapan Punjarungroj 138,387,052 13.862 3. Mr. Rapee Utakapan 40,156,972 4.023 4. Mrs. Metta Utakapan 36,671,791 3.673 5. Mr. Sophon Mitpanpanich 17,861,600 1.789 6. Mr. Somchai Sawasdeepon 15,000,000 1.503 7. Mrs. Mayuree Wongkaewcharoen 14,740,000 1.477 8. Mr. Perawat Tanmarpimonta 9,174,500 0.919 9. Mr. Chalermpol Soponkijjakarn 7,850,000 0.786 10. Bangkok Commercial Asset Management Public Company Limited 6,449,473 0.646 11. Mr. Suparoek Mongkolsamai 6,011,800 0.602 Total 894,730,588 89.626
Notes: 1. Information from Thailand Securities Depository Company Limited 2. The amount of paid-up authorized capital as of 31 December 2020 totals Baht 998,281,590, which is from 998,281,590 ordinary shares that have the par value of Baht 1 each. Restrictions on Foreigners’ Shareholding
Amarin Printing and Publishing Public Company Limited has set foreign limit at 30 percent of its paid-up capital. As of 31 December 2020, foreigners’ shares in the Company account for 0.050 percent of its paid-up capital.
Amarin Printing and Publishing Public Company Limited 69 Major shareholders of subsidiaries that operate the Company’s core businesses Amarin Television Company Limited: Information as of 31 December 2020
Shareholding No. Name of Shareholders No. of Shares Percentage 1. Amarin Printing and Publishing Public Company Limited 35,998,920 99.9970 2. Mrs. Metta Utakapan 360 0.0010 3. Mrs. Rarin Utakapan Punjarungroj 360 0.0010 4. Mr. Chokchai Punjarungroj 360 0.0010 Total 36,000,000 100.0000
Amarin Omniverse Company Limited: Information as of 31 December 2020
Shareholding No. Name of Shareholders No. of Shares Percentage 1. Amarin Printing and Publishing Public Company Limited 9,999,998 99.99998 2. Mrs. Rarin Utakapan Punjarungroj 1 0.00001 3. Mr. Chokchai Punjarungroj 1 0.00001 Total 10,000,000 100.00000
Amarin Book Center Company Limited: Information as of 31 December 2020
Shareholding No. Name of Shareholders No. of Shares Percentage 1. Amarin Printing and Publishing Public Company Limited 499,990 99.998 2. Amarin Television Company Limited 5 0.001 3. Amarin Omniverse Company Limited 5 0.001 Total 500,000 100.000
Agreements made between major shareholders - None -
70 Annual Report 2020 Policy on Dividend Payment
The Company has the policy to propose to shareholders’ Regarding policies on the dividend payments by meetings that dividend to be paid is no less than subsidiaries, the board of directors of each subsidiary 60 percent of its net profit after taxes and all reserve shall consider dividend payments based on accumulated funds in each year. The dividend payment, however, profits, cash flow, and investment budget. If subsidiaries is also subject to investment plans, needs, and other have remaining cash flow after legally-required reserve reasonable causes when taking the future into account. funds, their board of directors may consider paying out After the Board of Directors approves a dividend payment, dividends in an appropriate amount on a case-by-case it will still have to submit the dividend payment proposal basis. After the amount is determined, the dividend before the shareholders’ meeting for an approval except payment proposal must be submitted before the in events of interim dividend payments. The Board of meetings of their shareholders to consider and approve. Directors has the power to authorize interim dividend payments first and inform shareholders of the issue later at their next meeting.
Dividend Payments by Amarin Printing and Publishing in the Past Five Years
Operating Results Details 20161 20171 2018 2019 20202 Annual dividend (baht per share) - - 0.07 0.12 Net profit (loss) in separate financial statement (million baht) 223.04 195.32 169.08 124.16 Dividend percentage 0% 0% 41% 96%
Notes: 1 Between 2016 - 2017, the Company had not paid any dividend for the purpose of allocating money as reserve fund for investments and working capital. 2 The 2020 operating results-based dividend payment (for accounting period starting from 1 January 2020 and ending on 31 December 2020) shall be proposed to the 2021 annual general meeting of shareholders.
Amarin Printing and Publishing Public Company Limited 71 MANAGEMENT STRUCTURE Organizational Structure Amarin Printing and Publishing Public Company Limited As of 31 December 2020
Board of Directors
Company Secretary
Nomination and Corporate Remuneration Committee Governance Committee
Sustainability and Audit Committee Risk Management Committee
Executive Committee
Group CEO
Internal Audit Unit
Support Books Media Printing & Packaging
Marketing & Brand Living Communications - Media Lifestyle Human Resources Life Accounting / Finance Creative & Event Administration Media - Commerce IT
Amarin Printing and Publishing Public Company Limited 73 The Board of Directors
As of 31 December 2020, the Board of Directors had 12 qualified members. Of them, ten are not parts of the Company’s management (of these ten members, four are independent directors) and two others are executives. The list of their names, tenure and attendance in the Board’s meetings during the past year were as follows:
Board of Directors Name Position Meetings Attendance 1. Mrs. Metta Utakapan Chairperson 6 6 Member of the Corporate Governance Committee 2. Mr. Thapana Sirivadhanabhakdi Vice Chairman 6 6 Chairman of the Executive Committee 3. Associate Prof. Dr. Somchai Director 6 6 Phagaphasvivat Chairman of the Audit Committee Member of the Sustainability and Risk Management Committee 4. Prof. Dr. Nantawat Boramanand Director 6 6 Chairman of the Sustainability and Risk Management Committee Member of the Audit Committee 5. Mr. Suwit Chindasanguan Director 6 6 Chairman of the Corporate Governance Committee Member of the Audit Committee Member of the Nomination and Remuneration Committee 6. Mr. Pramoad Phornprapha Director 6 6 Chairman of the Nomination and Remuneration Committee Member of the Corporate Governance Committee 7. Mr. Nararat Limnararat Director 6 6 Vice Chairman of the Executive Committee Member of the Corporate Governance Committee Member of the Nomination and Remuneration Committee 8. Flg.Off. Kamolnai Chaixanien Director 6 5 Member of the Executive Committee 9. Mr. Khumpol Poonsonee Director 6 6 Member of the Sustainability and Risk Management Committee Member of the Executive Committee 10. Mrs. Rarin Utakapan Director 6 6 Punjarungroj Member of the Sustainability and Risk Management Committee Member of the Nomination and Remuneration Committee Member of the Executive Committee 11. Mr. Chokchai Punjarungroj Director 6 6 12. Mr. Cheewapat Nathalang Director 6 6 Member of the Executive Committee
Notes: 1. Each member of the Board has three-year tenure from the date of appointment or any other specified tenure. 2. The Board of Directors’ meeting as mentioned above excludes the Non-Executive Directors’ meeting, which was held once on August 14, 2020.
74 Annual Report 2020 Details of the Board of Directors As of 31 December 2020
Mrs. Metta Utakapan Year (Age) 71 Nationality Thai Current position Chairperson Member of the Corporate Governance Committee Authorized Director First appointment date June 15, 1993 Tenure 27 years 6 months
Shareholding percentage in AMARIN (including shares held by Relationships with AMARIN executives spouses and underage children) Mother of Mrs. Rarin Utakapan Punjarungroj, who is Director, Member Directly holding 36,671,791 shares, which account for 3.67 percent of the Sustainability and Risk Management Committee, Member of of AMARIN’s total shares the Nomination and Remuneration Committee, Member of the Executive Law violations during the past 10 years Committee, Authorized Director, and Group Chief Executive Officer None Position(s) in businesses that is/are AMARIN’s competitor(s) and Education may cause conflict of interest • Honorary doctorate degree in Communication Arts, None Eastern Asia University Work experiences during the past five years • Honorary doctorate degree in Buddhism, • Position(s) in other listed companies Mahachulalongkornrajavidyalaya University None • Master’s degree (Curriculum Development), Colorado University • Position(s) in non-listed companies • Bachelor of Arts (second-class honors), Chulalongkorn University 2018 - Present Chairperson, Amarin Book Center Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) 2012 - Present Chairperson, Amarin Television Co., Ltd. None • Work experiences in other listed companies Training / Seminar None None • Work experiences in non-listed companies None
Amarin Printing and Publishing Public Company Limited 75 Mr. Thapana Sirivadhanabhakdi Year (Age) 45 Nationality Thai Current position Vice Chairman Chairman of the Executive Committee Authorized Director First appointment date November 22, 2017 (first tenure as Director) Tenure 3 years 1 month
Shareholding percentage in AMARIN (including shares held by Oct 2011 - Present Member of Nominating and Remuneration spouses and underage children) Committee, Sermsuk Public Company Limited Indirectly holding 602,427,400 shares via Vadhanabhakdi Co., Ltd., Sep 2011 - Present Director, Sermsuk Public Company Limited which account for 60.35 percent of AMARIN’s total shares. Jul 2007 - Present Vice Chairman of the Board Law violations during the past 10 years Member of Remuneration and Nomination Committee, None Univentures Public Company Limited Education • Position(s) in non-listed companies in Thailand • Honorary doctoral degree in Science (Logistics Management), Oct 2020 - Present Director, Food and Beverage United Co., Ltd. King Mongkut’s Institute of Technology Ladkrabang Dec 2019 - Present Director, BeerCo Limited • Honorary doctoral degree of Arts, Jun 2018 - Present Chairman, Red Bull Distillery Group Rajamangala University of Technology Phra Nakhon Feb 2018 - Present Vice Chairman • Honorary doctoral degree in Hospitality, Executive Chairman, Rajamangala University of Technology Krungthep Beer Thai (1991) Public Company Limited • Honorary doctoral degree in Community Development, Nov 2017 - Present Chairman Chiang Mai Rajabhat University Chairman of Executive Committee, • Honorary doctoral degree of Business Administration in Strategic Amarin Omniverse Company Limited Logistics and Supply Chain, Suan Sunandha Rajabhat University Oct 2016 - Present Chief Center of Excellence, • Honorary doctoral degree of Philosophy in General Management, Thai Beverage Public Company Limited Ramkhamhaeng University Apr 2016 - Present Director, Pracharath Rak Samakkee • Master of Science Administration in Financial Economics, Social Enterprise (Thailand) Co., Ltd. Boston University, the United States Nov 2015 - Present Director, Chang Beer Company Limited • Bachelor of Business Administration (Finance), Mar 2013 - Present Vice Chairman, Times Publishing Limited Boston University, the United States Feb 2013 - Present Director, Frasers and Neave, Limited Training in Thai Institute of Directors’ courses (IOD) Nov 2012 - Present Director, InterBev Investment Limited • Director Accreditation Program (DAP 10/2004) Sep 2011 - Present Director, Plantheon Company Limited Training / Seminar Jan 2008 - Present Vice Chairman, South East Group of Companies None Jan 2008 - Present President and CEO, Relationships with AMARIN executives Thai Beverage Public Company Limited None Jul 2007 - Present Director, Adelfos Co., Ltd Position(s) in businesses that is/are AMARIN’s competitor(s) and Sep 2003 - Present President, International Beverage Holdings Limited may cause conflict of interest t Presen Director, TCC Group of Companies None • Work experiences in other listed companies in Thailand Work experiences during the past five years Apr 2013 - Feb 2020 Director, Golden Land Property Development • Position(s) in other listed companies in Thailand Public Company Limited Oct 2020 - Present Chairman of Executive Committee, Feb 2011 - Feb 2020 Chairman of the Executive Committee, Univentures Public Company Limited Oishi Group Public Company Limited Jun 2020 - Present Independent Director May 2007 - Aug 2015 Vice Chairman, Siam Food Products Plc. Member of Remuneration Committee, Jan 2006 - Feb 2020 Vice Chairman, Oishi Group Public Company Limited The Siam Cement Public Company Limited Dec 2001 - Feb 2017 Director, Berli Jucker Plc. Jul 2019 - Present Director of the Corporate Governance • Work experiences in non-listed companies in Thailand Committee, Thai Group Holdings Dec 2017 - Nov 2020 Director Jul 2018 - Present Director, Thai Group Holdings Executive Chairman, Jan 2017 - Present Chairman of Executive Committee, GMM Channel Holding Company Limited Sermsuk Public Company Limited Oct 2018 - Sep 2020 Chief Beer Product Group, Mar 2015 - Present Vice Chairman No. 3, Thai Beverage Public Company Limited Sermsuk Public Company Limited 2004 - Jun 2018 Vice Chairman, Red Bull Distillery Group of Companies Dec 2011 - Present Member of Sustainability and Apr 2004 - Jun 2018 Director, Executive Vice Chairman, Risk Management Committee, Beer Thai (1991) Public Company Limited Sermsuk Public Company Limited Oct 2003 - Jan 2008 Director and Executive Vice President, Thai Beverage Public Company Limited 76 Annual Report 2020 Associate Prof. Dr. Somchai Phagaphasvivat Year (Age) 75 Nationality Thai Current position Independent Director Chairman of the Audit Committee Member of the Sustainability and Risk Management Committee First appointment date May 15, 1993 Tenure 27 years 7 months
Shareholding percentage in AMARIN (including shares held by Work experiences during the past five years spouses and underage children) • Position(s) in other listed companies 0.00 (0 share) 2017 - Present Member of the Audit Committee, Law violations during the past 10 years Supalai Plc. None 2016 - Present Chairman of the Corporate Governance Education Committee, Supalai Plc. • Doctorado de Estado, Facultad de Ciencia Politica, 2015 - Present Independent Director, Supalai Plc. Universidad Complutense de Madrid, Spain 2013 - Present Chairman, SEAFCO Plc. • Diplôme d’études Supérieures, (Económic Integration), 2008 - Present Chairman of the Audit Committee, Universite de Nancy, France Lee Feed Mill Plc. • Licenciatura, Facultad de Ciencia Politica y Económica, 1991 - Present Independent Director and Chairman of Universidad Complutense de Madrid, Spain the Audit Committee, Lee Feed Mill Plc. • Bachelor of Arts, Chulalongkorn University • Position(s) in non-listed companies Training in Thai Institute of Directors’ courses (IOD) None • Director Accreditation Program (DAP 34/2005) • Work experiences in other listed companies Training / Seminar 2010 - 2011 Independent Director and Member of the None Audit Committee, Siam City Bank Plc. Relationships with AMARIN executives 2004 - 2012 Independent Director and Chairman of the None Audit Committee, SEAFCO Plc. Position(s) in businesses that is/are AMARIN’s competitor(s) and • Work experiences in non-listed companies may cause conflict of interest 2018 - 2019 Member of Risk Oversight Committee, None Thanachart Bank Plc. 2009 - 2019 Independent Director, Thanachart Bank Plc. 2009 - 2019 Member of the Audit Committee, Thanachart Bank Plc. 2007 - 2016 Director, Chairman of the Audit Committee, The Krungthep Thanakom Co., Ltd.
Amarin Printing and Publishing Public Company Limited 77 Prof. Dr.Nantawat Boramanand Year (Age) 62 Nationality Thai Current position Independent Director Chairman of the Sustainability and Risk Management Committee Member of the Audit Committee First appointment date November 22, 2017 Tenure 3 years 1 month
Shareholding percentage in AMARIN (including shares held by Work experiences during the past five years spouses and underage children) • Position(s) in other listed companies 0.00 (0 share) None Law violations during the past 10 years • Position(s) in non-listed companies None 2020 - Present Specialist Member of a Panel on Administrative Education Procedures, Office of the Council of State • Doctorate degree in Administrative Laws, 2017 - Present Member of the Committee on Laws and Justice Panthéon-Assas University (Paris 2), France System Reform • Master of Administrative Law, 2016 - Present Specialist Member of the National Committee Panthéon-Assas University (Paris 2), France on the World Heritage Protection Convention • Bachelor of Laws, Chulalongkorn University 2015 - Present Councillor of State • Certificate from a training course in legislative drafting and 2013 - Present Specialist Member of the Official Information administrative justice Commission • Certificate from a training course in government & parliamentary works, 2012 - Present Specialist Member in Decentralization to the International Institute of Public Administration, France Local Government Organization Committee • Diploma, Thailand National Defence College, 2011 - Present Executive Director of the Alliance Française National Defence Studies Institute (2006) Bangkok • Certificate from an energy-science course for high-level executives, 2010 - Present Member of the French Foundation for Education Class 8, Thailand Energy Academy, Ministry of Energy (2016) 2007 - Present Arbitrator, Thailand Arbitration Center, Training in Thai Institute of Directors’ courses (IOD) Alternative Dispute Resolution Office, • Director Accreditation Program (DAP 101/2019) Office of the Judiciary Training / Seminar • Work experiences in other listed companies None None Relationships with AMARIN executives • Work experiences in non-listed companies None 2015 - 2017 Member of Chulalongkorn University Council, Position(s) in businesses that is/are AMARIN’s competitor(s) and Chulalongkorn University may cause conflict of interest 2014 - 2017 Chair of the Work Panel for Minister of Tourism None and Sports, Ministry of Tourism and Sports 2014 - 2015 Member (for Laws and Judicial Process) National Reform Committee 2013 - 2017 Dean of the Faculty of Laws, Chulalongkorn University 2013 - 2015 President of the Law Studies Institute 2012 - 2016 Chair of the National Research Council of Thailand (NRCT), Laws Field 2012 - 2016 Executive Director at NRCT 2012 - 2016 Member of NRCT Board, Laws Field 2009 - 2015 Specialist Member of a Panel on Administrative Procedures, Office of the Council of State
78 Annual Report 2020 Mr. Suwit Chindasanguan Year (Age) 67 Nationality Thai Current position Independent director Chairman of the Corporate Governance Committee Member of the Audit Committee Member of the Nomination and Remuneration Committee First appointment date November 22, 2017 Tenure 3 years 1 month
Shareholding percentage in AMARIN (including shares held by • IOD’s Briefing 2018: “Better Governance, Better Business: spouses and underage children) Thailand’s Progress Report” 0.00 (0 share) • Audit Committee Forum 2017: The Audit Committee’s Role in Law violations during the past 10 years Compliance and Ethical Culture Oversight None • Corporate Finance Law 2017 (Omega World Class) Education • Economic and Business Outlook in 2016: “Hot-Button Issues for • Master of Science (Agricultural Economics), Kasetsart University Directors” • Bachelor of Science (Agricultural Economics), Kasetsart University • National Director Conference 2016: “Enhancing Growth Through Training in Thai Institute of Directors’ courses (IOD) Governance in Family-Controlled Business” • Board Nomination and Compensation Program (BNCP/2020) • Directors Forum 2/2012: “Risk Oversight VS Risk Management” • Ethical Leadership Program (ELP 1/2015) Relationships with AMARIN executives • Director Certification Program Update (DCPU 1/2014) None • Risk Management Committee Program (RMP 1/2013) Position(s) in businesses that is/are AMARIN’s competitor(s) and • Role of the Nomination and Governance Committee (RNG 2/2012) may cause conflict of interest • Advanced Audit Committee Program (AACP 4/2011) None • Monitoring the System of Internal Control and Risk Management Work experiences during the past five years (MIR 9/2010) • Position(s) in other listed companies • Monitoring the Internal Audit Function (MIA 8/2010) 2003 - Present Independent director • Monitoring Fraud Risk Management (MFM 4/2010) Chairman of the Audit Committee • Successful Formulation & Execution of Strategy (SFE 8/2010) Member of the Corporate Governance • Monitoring the Quality Financial Report (MFR 6/2008) Committee • The Role of the Chairman Program (RCP 18/2008) Univentures Public Company Limited • The Role of the Compensation Committee Program (RCC 1/2006) • Position(s) in non-listed companies • Improving the Quality of Financial Reporting (QFR 2/2006) 2018 - Present Independent director • Audit Committee Program (ACP 4/2005) Chairman of the Audit Committee • Director Certification Program (DCP 44/2004) Member of the Selection and • Director Accreditation Program (DAP 14/2004) Remuneration Committee Training / Seminar Capital Link Credit Foncier Company Limited • Seminar on “Company Secretary Forum 2019: Role of the Company 2005 - Present Chairman, Wide Wi Max Company Limited Secretary in Shaping Corporate Culture” • Work experiences in other listed companies • Seminar on “COSO ERM 2017: Enterprise Risk Management 2003 - 2017 Chairman Integrating with Strategy and Performance” Independent director • Seminar on “TDGP 2.0 Building Trust with Data Protection” Chairman of the Corporate Governance • Seminar on “PDPA - Privacy for All: Personal Data Protection Committee Law & Office” Member of the Audit Committee • Seminar on “Audit Committee Forum 2019: Strategic Audit Committee: SIS Distribution (Thailand) Public Company Beyond Figure and Compliance” Limited • IOD Chairman Forum 2019: “Successful Corporate Culture Change • Work experiences in non-listed companies from Policy to Practices” 2012 - 2016 Member of the nomination committee for • Audit Committee Forum 2019: “Robotic Process Automation - Next rehabilitation planners and managers, Generation Workforce” Legal Execution Department, the Justice • The SET Seminar 2019: How to Transform Your Business to Become Ministry an Exponential Company in a Digital Era Amarin Printing and Publishing Public Company Limited 79 Mr. Pramoad Phornprapha Year (Age) 54 Nationality Thai Current position Independent director Chairman of the Nomination and Remuneration Committee Member of the Corporate Governance Committee First appointment date May 12, 2017 Tenure 3 years 7 months
Shareholding percentage in AMARIN (including shares held by Listed companies outside Thailand spouses and underage children) 2018 - Present Independent Director, 0.00 (0 share) Saigon Beer Alcohol Beverage Corporation Law violations during the past 10 years 2019 - Present Chairman of the Audit Committee, None Saigon Beer Alcohol Beverage Corporation Education • Position(s) in non-listed companies • MBA in Marketing (Honors) Kellogg Graduate 2020 - Present Independent director School of Management, Northwestern University, USA Food and Beverage United Company Limited • MPA in Business and Government (Honors), 2019 - Present Director, Claris EA Company Limited Kennedy School of Government, Harvard University, USA 2016 - Present Director, The Conservatory Company Limited • Bachelor of Science in Electrical Engineering (Honors), 2015 - Present Chairman, Talaypu Natural Products Co., Ltd. Northwestern University, USA 2011 - Present Managing Director, myDNA Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) 2008 - Present Director, EcoFuture Plus Co., Ltd. • Director Certification Program (DCP 55/2005) 2004 - Present Managing Director, Claris Co., Ltd. Training / Seminar 2002 - Present Managing Director, Wanwarin & Associate Co., Ltd. • Capital Market Academy Leadership Program (CMA10), 2002 - Present Director, Pornmit Co., Ltd. Capital Market Academy (CMA) 2000 - Present Director, Danpundao Co., Ltd. Relationships with AMARIN executives 1997 - Present Director, PLandscape Co., Ltd. None 1992 - Present Director, Plim 369 Co., Ltd. Position(s) in businesses that is/are AMARIN’s competitor(s) and 1989 - Present Director, Plimboonluck Co., Ltd. may cause conflict of interest • Work experiences in other listed companies None None Work experiences during the past five years • Work experiences in non-listed companies • Position(s) in other listed companies 1997 - 2019 Director, The Progress Watch Co., Ltd. Listed companies in Thailand 2017 - Present Independent Director Member of the Audit Committee Univanich Palm Oil Plc. 2012 - Present Independent Director Member of the Corporate Governance Committee Member of the Nomination and Remuneration Committee Member of the Sustainability and Risk Management Committee, Sermsuk Plc. 2005 - Present Independent Director Member of the Audit Committee, Thai Summit Harness Plc.
80 Annual Report 2020 Mr. Nararat Limnararat Year (Age) 62 Nationality Thai Current position Director Vice Chairman of the Executive Committee Member of the Corporate Governance Committee Member of the Nomination and Remuneration Committee Authorized Director First appointment date March 9, 2017 Tenure 3 years 9 months
Shareholding percentage in AMARIN (including shares held by 2018 - Present Director spouses and underage children) Executive Director, TSpace Digital Co., Ltd. 0.00 (0 share) 2018 - Present Chief Executive Officer, Tarad Dot Com Co., Ltd. Law violations during the past 10 years 2018 - Present Director, Pay Solutions Co., Ltd. None 2018 - Present Director, T.C.C. Technology Co., Ltd. Education 2018 - Present Director, Times Publishing Limited • Master’s degree in Finance, Cornell University, New York, 2017 - Present Director, Capital Link Holding the United States 2016 - Present Director, Univentures BGP Co., Ltd. • Bachelor’s degree in Economics, first-class honors (gold medal), 2014 - Present Independent Director, Chulalongkorn University Capital Link Credit Foncier Limited Training in Thai Institute of Directors’ courses (IOD) 2012 - Present Director, Samosorn Khun Thong Kum Co., Ltd. • Risk Management Committee Program (RMP 1/2013) 2002 - Present Director, N. Ratanarai Co., Ltd. • The Executive Director Course (EDC 1/2012) 1998 - Present Director and President, • Monitoring the System of Internal Control and Asia Asset Management Limited Risk Management (MIR 13/2012) • Work experiences in other listed companies • Role of the Nomination and Governance Committee (RNG 2/2012) None • Audit Committee Program (ACP 35/2011) • Work experiences in non-listed companies • DCP Refresher Course (5/2007) 2018 - 30 Nov 2020 Director, A-Time Media Co., Ltd. • Finance for Non-Finance Director (FND 1/2003) 2018 -30 Nov 2020 Director, GMM TV Co., Ltd. • Director Certification Program (DCP 2000) 2018 - 30 Nov 2020 Director, GMM Channel Co., Ltd. Training / Seminar 2018 - 30 Nov 2020 Director, GMM Studios International Co., Ltd. • Internal Audit Topics for Audit Committee Consideration (2014) 2018 - 30 Nov 2020 Director, Change 2561 Co., Ltd. Relationships with AMARIN executives 2018 - 30 Nov 2020 Director, GMM Media Co., Ltd. None 2018 - 30 Nov 2020 Vice President, GMM Channel Holding Co., Ltd. Position(s) in businesses that is/are AMARIN’s competitor(s) and 2017 - 30 Nov 2020 Director may cause conflict of interest Executive Director None GMM Channel Holding Co., Ltd. Work experiences during the past five years Sep 2019 - Dec 2019 Director, Talent Management Co., Ltd. • Position(s) in other listed companies 2015 - 2019 Member of the Audit Committee, 2005 - Present Director Capital Link Credit Foncier Limited Member of the Board of Executive Directors 2018 - 2019 Director, Tarad Dot Com Group Co., Ltd. Member of the Remuneration and Nomination 2012 - 2017 Independent Director Committee, Univentures Plc Member of the Audit Committee • Position(s) in non-listed companies Terabyte Net Solution Plc. 2018 - Present Chairman of the Executive Committee 2010 - 2013 Advisor, Market for Alternative Investment Amarin Television Co., Ltd. 2010 - 2013 Member of Subcommittee on Nomination and 2018 - Present Vice Chairman of the Board of Directors Development of Listed Companies, Chairman of the Board of Executive Directors, The Stock Exchange of Thailand Amarin Omniverse Co., Ltd. 2018 - Present Vice Chairman of the Board of Directors Chairman of the Board of Executive Directors, Amarin Book Center Co., Ltd. Amarin Printing and Publishing Public Company Limited 81 Flg.Off. Kamolnai Chaixanien Year (Age) 62 Nationality Thai Current position Director Member of the Executive Committee First appointment date April 29, 2019 Tenure 1 year 8 months
Shareholding percentage in AMARIN (including shares held by Present Director, Provincial Electricity Authority spouses and underage children) Present Director, N.C.C. 0.00 (0 share) Management & Development Co., Ltd. Law violations during the past 10 years Present Director, F&B International Co., Ltd. None Present Director, N.C.C. Image Co., Ltd. Education Present Director, N.C.C. Exhibition Organizer Co., Ltd. • Master of Business Administration, Cornell University, Present Director, DhosPaak Co., Ltd. New York, USA Present Director, Thai Beverage Marketing Co., Ltd. • Master of Engineering, Industrial Engineering Program Present Director, Thai Beverage Training Co., Ltd. (Chemical Engineering) Cornell University, New York, USA Present Director, Spice of Asia Co., Ltd • Bachelor of Engineering, Chemical Engineering Program, Present Director, Namjai Thaibev University of New Hampshire, New Hampshire, USA (Social Enterprise) Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) Present Director, Asian Capital Co., Ltd. • Director Accreditation Program (DAP 5/2003) Present Director, North Sathorn Hotel Co., Ltd. • Director Certification Program (DCP 38/2003) Present Director, Thai Show 2013 Co., Ltd. Training / Seminar Present Director, VNU Exhibitions Asia Pacific Co., Ltd. None Present Director, Data Assets Co., Ltd. Relationships with AMARIN executives Present Director, Kasemsubbhakdi Co., Ltd. None t Presen Director, Kasemsubsiri Co., Ltd. Position(s) in businesses that is/are AMARIN’s competitor(s) and Present Director, One Bangkok Co., Ltd. may cause conflict of interest t Presen Director, Mosho Entertainment Co., Ltd. None Present Director, One Bangkok Holdings Co., Ltd. Work experiences during the past five years Present Director, Quantum Capital Development Co., Ltd. • Position(s) in other listed companies Present Director, Quantum Media Co., Ltd. 1991 - Present Director, Varopakorn Plc. Present Director, Quantum Innovation Co., Ltd. Present Director, Quantum Intelligence Co., Ltd. • Position(s) in non-listed companies Present Director, Sarapadsappasin Oct 2020 - Present Vice president (Social Enterprise) Co., Ltd. TCC Assets (Thailand) Co., Ltd. Present Director, System Assets Co., Ltd. Oct 2020 - Present Advisor to President, Present Director, TCC Exhibition and Thai Beverage Public Company Limited Convention Center Co., Ltd. 2019 - Present Director, Amarin Book Center Co., Ltd. Present Director, Technology Assets Co., Ltd. 2019 - Present Director, ASM International Limited Present Director, Tonic International Co., Ltd. 2019 - Present Director, C.I.A. Co., Ltd. Present Director, One Bangkok Ventures Co., Ltd. 2016 - Present Vice president, ASM Management Co., Ltd. Present Director, CW Tower Co., Ltd. 2016 - Present 2nd Vice President, Present Director, Sub CW Tower Building 1 Co., Ltd. Bangkok Art Biennale Management Co., Ltd. Present Director, Sub CW Tower Building 2 Co., Ltd. Present Director, United Construction Material Co., Ltd.
82 Annual Report 2020 • Work experiences in other listed companies None • Work experiences in non-listed companies 2018 - 30 Nov 2020 Director, GMM Channel Holding Co., Ltd. 2018 - 30 Nov 2020 Director, GMM Media Plc. 2016 - Sep 2020 Senior Vice President Chief of General Administration, Thai Beverage Public Company Limited 2013 - 2016 Vice President - Asset Management TCC Assets (Thailand) Co., Ltd. 2009 - 2013 Vice President - Management of Overseas-based Hotels TCC Hotels Group Co., Ltd. 2007 - 2009 Managing Director NCC Management and Development Co., Ltd. 2006 - 2007 Assistant Vice President - Operations NCC Management and Development Co., Ltd. 1998 - 2005 Director of Project Development Director of Operations Imperial Hotels Group 1991 - 1996 Special Lecturer for Master in Marketing Management Program Thammasat University 1986 - 1998 Special lecturer, Financial Business Management and Operational Management Bangkok University
Amarin Printing and Publishing Public Company Limited 83 Mr. Khumpol Poonsonee Year (Age) 49 Nationality Thai Current position Director Member of the Sustainability and Risk Management Committee Member of the Executive Committee Authorized Director First appointment date March 9, 2017 Tenure 3 years 9 months
Shareholding percentage in AMARIN (including shares held by Oct 2020 - Present Director, Forward System Co., Ltd. spouses and underage children) Oct 2020 - Present Director, Thai-Zinc Oxide Co., Ltd. 0.00 (0 share) Aug 2020 - Present Executive Director Law violations during the past 10 years Vice President - Strategy & Business Development None Adelfos Co., Ltd. Education May 2020 - Present Executive Director, F&B International Co., Ltd. • MBA, University of Newcastle upon Tyne, the United Kingdom Apr 2020 - Present Director, F&B International Co., Ltd. • Bachelor of Science (Agricultural Economics), Kasetsart University May 2020 - Present Executive director, N.C.C. Image Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) Apr 2020 - Present Director, N.C.C. Image Co., Ltd. • Company Secretary Program (CSP 55/2015) May 2020 - Present Executive Director, • Risk Management Committee Program (RMP 4/2014) N.C.C. Exhibition Organizer Co., Ltd. • Director Certification Program (DCP 185/2014) Apr 2020 - Present Director, N.C.C. Exhibition Organizer Co., Ltd. • Director Accreditation Program (DAP 87/2011) 2019 - Present Director, Lertrattakarn Property Training / Seminar Development Co., Ltd. • Capital Market Academy (CMA 24/2017) 2019 - Present Director, TCCC Assets (Thailand) Co., Ltd. Relationships with AMARIN executives 2018 - Present Executive Director, TSpace Digital Co., Ltd. None 2018 - Present Director, Pay Solutions Co., Ltd. Position(s) in businesses that is/are AMARIN’s competitor(s) and 2018 - Present Vice President, Tarad Dot Com Group Co., Ltd. may cause conflict of interest 2018 - Present Director None Vice President, Amarin Book Center Co., Ltd. Work experiences during the past five years 2018 - Present Director, NY Property Development Co., Ltd. • Position(s) in other listed companies 2017 - Present Vice Chairman Oct 2020 - Present President Vice Chairman of the Executive Committee, Executive Director Amarin Television Co., Ltd. Member of the Risk Management and 2017 - Present Director, Univentures Capital Co., Ltd. Sustainability Committee Univentures Plc. 2017 - Present Director, AheadAll Co., Ltd. 2018 - Present Director 2017 - Present Director Executive Director, Stonehenge Inter Plc. Member of the Executive Committee, • Position(s) in non-listed companies Amarin Omniverse Co., Ltd. Oct 2020 - Present Director, Grand Unity Development Co., Ltd. 2017 - Present Director, Siridamrongdham Co., Ltd. Oct 2020 - Present Director, Connexion Co., Ltd. 2017 - Present Director, LRK Development Co., Ltd. Oct 2020 - Present Director, Esco Ventures Co., Ltd. 2016 - Present Director, Univenture BGP Co., Ltd. Oct 2020 - Present Director, Grand U Living Co., Ltd. 2016 - Present Director, Vadhanabhakdi Co., Ltd. Oct 2020 - Present Director, 2016 - Present Director, Lertrattakarn Co., Ltd. Univentures Asset Management Co., Ltd. 2002 - Present Director, Cathay Asset Management Co., Ltd. Oct 2020 - Present Director, Thai-Lysaght Co., Ltd. Oct 2020 - Present Director, Senses Property Management Co., Ltd.
84 Annual Report 2020 • Work experiences in other listed companies 2017 - Dec 2019 Director, Bhakdivattana Co., Ltd. 2016 - Sep 2020 Executive Vice President for Investment and 2013 - Feb 2019 Director, Baan Chang Estate Co., Ltd. Business Development 2018 - Jan 2019 Director, Tarad Dot Com Group Co., Ltd. Univentures Public Company Limited 2018 - Dec 2018 Director, Siribhakditham Co., Ltd. 2013 - Sep 2020 Director, Golden Land Residence Co., Ltd. 2018 - Aug 2018 Director, TSpace Digital Co., Ltd. 2013 - Nov 2016 Member of the Risk Management Committee 2013 - 2018 Director, SeaQuest Explorer Co., Ltd. Secretary of the Company 2015 - 2016 Director, North Sathorn Hotel Co., Ltd. Secretary to the Board of Directors 2011 - 2013 Member of Investment Committee, Secretary to the Risk Management Committee Kinnaree Property Mutual Fund Executive Vice President for Business Development 2007 - 2013 Director Golden Land Property Development Plc. 2016 - 2020 Managing Director, 2008 - 2012 Senior Director, Univentures Plc. Univentures Consulting Co., Ltd. • Work experiences in non-listed companies 2018 - 30 Nov 2020 Director, A-Time Media Co., Ltd. 2018 - 30 Nov 2020 Director, GMM TV Co., Ltd. 2018 - 30 Nov 2020 Director, GMM Studios International Co., Ltd. 2018 - 30 Nov 2020 Executive Director, GMM Cannel Holding Co., Ltd. 2018 - 30 Nov 2020 Director, Change2561 Co., Ltd. 2018 - 30 Nov 2020 Director, GMM Media Co., Ltd. 2013 - 30 Sep 2020 Director, Golden Land Residence Co., Ltd. 2013 - 30 Sep 2020 Director, Golden Habitation Co., Ltd. 2013 - 30 Sep 2020 Director, Golden Land (Mayfair) Co., Ltd. 2013 - 30 Sep 2020 Director, Golden Land Polo Co., Ltd. 2013 - 30 Sep 2020 Director, Golden Property Services Co., Ltd. 2013 - 30 Sep 2020 Director, Grand Mayfair Co., Ltd. 2013 - 30 Sep 2020 Director, Grand Paradise Property Co., Ltd. 2013 - 30 Sep 2020 Director, MSGL Property Co., Ltd. 2013 - 30 Sep 2020 Director, Narai Pavilion Co., Ltd. 2013 - 30 Sep 2020 Director, North Sathorn Realty Co., Ltd. 2013 - 30 Sep 2020 Director, Ritz Village Co., Ltd. 2013 - 30 Sep 2020 Director, Sathorn Supsin Co., Ltd. 2013 - 30 Sep 2020 Director, Sathorn Thong Co., Ltd. 2013 - 30 Sep 2020 Director, United Homes Co., Ltd. 2013 - 30 Sep 2020 Director, Walker Homes Co., Ltd.
Amarin Printing and Publishing Public Company Limited 85 Mrs. Rarin Utakapan Punjarungroj Year (Age) 45 Nationality Thai Current position Director Member of the Sustainability and Risk Management Committee Member of the Nomination and Remuneration Committee Member of the Executive Committee Authorized Director Group Chief Executive Officer First appointment date April 24, 2003 Tenure 17 years 8 months
Shareholding percentage in AMARIN (including shares held by Position(s) in businesses that is/are AMARIN’s competitor(s) and spouses and underage children) may cause conflict of interest Directly holding 138,416,752 shares, which account for 13.87 percent None of AMARIN’s total shares Work experiences during the past five years Law violations during the past 10 years • Position(s) in other listed companies None None Education • Position(s) in non-listed companies • Master of Arts, University of Northumbria at Newcastle, 2018 - Present Director The United Kingdom Member of the Executive Committee, • Bachelor of Arts, Chulalongkorn University Amarin Book Center Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) 2017 - Present Director • Director Accreditation Program (DAP 12/2004) Member of the Executive Committee, Training / Seminar Amarin Omniverse Co., Ltd. • BRAIN: Business Revolution and Innovation Network 2016 - Present Director, Kadokawa Amarin Co., Ltd. by the Federation of Thai Industries 2012 - Present Director • DAAT Day 2018 by Digital Advertising Association (Thailand) Member of the Executive Committee, • Digital Marketing Conference Asia Pacific 2018 Amarin Television Co., Ltd. • Corporate Innovation Summit 2019 • Work experiences in other listed companies • Capital Market Academy Greater Mekong Subregion None • Risk Management Program for Corporate Leader • Work experiences in non-listed companies • Successful formulation & Execution of Strategy SFE None Relationships with AMARIN executives • Daughter of Mrs. Metta Utakapan (Chairperson, Member of the Corporate Governance Committee, Authorized Director) • Wife of Mr. Chokchai Punjarungroj (Director, Authorized Director)
86 Annual Report 2020 Mr. Chokchai Punjarungroj Year (Age) 51 Nationality Thai Current position Director Authorized Director First appointment date April 19, 2013 Tenure 7 years 8 months
Shareholding percentage in AMARIN (including shares held by Position(s) in businesses that is/are AMARIN’s competitor(s) and spouses and underage children) may cause conflict of interest Directly holding 138,416,752 shares, which account for 13.87 percent None of AMARIN’s total shares Work experiences during the past five years Law violations during the past 10 years • Position(s) in other listed companies None None Education • Position(s) in non-listed companies • Master’s degree in Marketing, Armstrong University, USA None • Bachelor of Business Administration, Assumption University • Work experiences in other listed companies Training in Thai Institute of Directors’ courses (IOD) None None • Work experiences in non-listed companies Training / Seminar 2017 - 2018 Director None Member of the Executive Committee, Relationships with AMARIN executives Amarin Omniverse Co., Ltd. • Husband of Mrs. Rarin Utakapan Punjarungroj (Director, Member 2016 - 2018 Director, Kadokawa Amarin Co., Ltd. of the Sustainability and Risk Management Committee, Member 2014 - 2018 CEO, Amarin Television Co., Ltd. of the Nomination and Remuneration Committee, Member of the 2012 - 2018 Director Executive Committee, Authorized Director, Group Chief Executive Member of the Executive Committee, Officer) Amarin Television Co., Ltd.
Amarin Printing and Publishing Public Company Limited 87 Mr. Cheewapat Nathalang Year (Age) 55 Nationality Thai Current position Director Member of the Executive Committee Authorized Director Deputy Group CEO First appointment date April 24, 1998 Tenure 22 years 8 months
Shareholding percentage in AMARIN (including shares held by Work experiences during the past five years spouses and underage children) • Position(s) in other listed companies Directly holding 300,000 shares, which account for 0.03 percent of None AMARIN’s total shares • Position(s) in non-listed companies Law violations during the past 10 years 2017 - Present Director None Member of the Executive Committee Education CEO, Amarin Omniverse Co., Ltd. • MBA International Management, Southeastern University, USA 2013 - Present Director • Bachelor of Science, Photographic Science and Member of the Executive Committee, Printing Technology, Chulalongkorn University Amarin Television Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) • Work experiences in other listed companies • Director Accreditation Program (DAP 70/2008) None Training / Seminar • Work experiences in non-listed companies • Techsauce Global Summit 2019 2016 - 2019 Director, Kadokawa Amarin Co., Ltd. Relationships with AMARIN executives None Position(s) in businesses that is/are AMARIN’s competitor(s) and may cause conflict of interest None
88 Annual Report 2020 Details of the Executive Director and Chief Financial Officer As of 31 December 2020
Mr. Siri Bunpitukgate Year (Age) 53 Nationality Thai Current position Member of the Executive Committee Vice President (Accounting & Finance) First appointment date May 9, 2018 (appointed as an Member of the Executive Committee) Tenure 2 years 7 months
Shareholding percentage in AMARIN (including shares held by Work experiences during the past five years spouses and underage children) • Position(s) in other listed companies 0.00 (0 share) None Law violations during the past 10 years • Position(s) in non-listed companies None 2018 - Present Director, Kadokawa Amarin Co., Ltd. Education 2018 - Present Director • MBA, Thammasat University Member of the Executive Committee, • Bachelor of Business Administration (B.B.A.), Amarin Book Center Co., Ltd. Chulalongkorn University 2018 - Present CEO, Amarin Television Co., Ltd. Training in Thai Institute of Directors’ courses (IOD) 2017 - Present Director None Member of the Executive Committee Training / Seminar Amarin Television Co., Ltd. • TFRS 16 - Lease Contracts 2017 - Present Director Relationships with AMARIN executives Member of the Executive Committee, None Amarin Omniverse Co., Ltd. Position(s) in businesses that is/are AMARIN’s competitor(s) and • Work experiences in other listed companies may cause conflict of interest None None • Work experiences in non-listed companies 2008 - 2016 Managing Director, Universal Assets Co., Ltd. 2003 - 2008 Executive Director, KPMG Phoomchai Business Advisory Ltd.
Amarin Printing and Publishing Public Company Limited 89 Details of the Executive Director As of 31 December 2020
Mr. Jeremiah Pitakwong Year (Age) 44 Nationality Thai Current position Member of the Executive Committee Managing Director: Media (Living) Division First appointment date May 14, 2019 (appointed as an Member of the Executive Committee) Tenure 1 year 7 months
Shareholding percentage in AMARIN (including shares held by Work experiences during the past five years spouses and underage children) • Position(s) in other listed companies 0.00 (0 share) None Law violations during the past 10 years • Position(s) in non-listed companies None None Education • Work experiences in other listed companies • Bachelor of Architecture, New Jersey Institute of Technology, 2019 - Present Member of the Executive Committee, New Jersey, USA Amarin Television Co., Ltd. • Urban Planning and Management Certificate, • Work experiences in non-listed companies San Jose State University, California, USA None Training in Thai Institute of Directors’ courses (IOD) • Directors Certification Program (DCP 295/2020) Training / Seminar • Mini MBA, Thammasat University • Corporate Innovation Summit • Corporate Innovation Master Class Relationships with AMARIN executives None Position(s) in businesses that is/are AMARIN’s competitor(s) and may cause conflict of interest None
90 Annual Report 2020 Details of the Company Secretary As of 31 December 2020
Mr. Chantachat Dhanesnitaya Year (Age) 48 Nationality Thai Current position Company Secretary Financial Controller First appointment date November 10, 2017 (appointed as a Company Secretary) Tenure 3 years 1 month
Shareholding percentage in AMARIN (including shares held by Work experiences during the past five years spouses and underage children) • Position(s) in other listed companies 0.00 (0 share) None Law violations during the past 10 years • Position(s) in non-listed companies None 2019 - Present Director, Kadokawa Amarin Co., Ltd. Education 2017 - Present Member of the Executive Committee, • Master of Science (Finance), Chulalongkorn University Amarin Television Co., Ltd. • Bachelor of Business Administration (Finance), 2017 - Present Director, Amarin Omniverse Co., Ltd. Thammasat University 2014 - Present Chief Financial Officer, Training in Thai Institute of Directors’ courses (IOD) Amarin Television Co., Ltd. • Company Secretary Program (CSP 90/2018) • Work experiences in other listed companies • Strategic CFO in Capital Markets Program (3/2016) None Training / Seminar • Work experiences in non-listed companies • Company Secretary Forum 2019 None (Role of the Company Secretary in Shaping Corporate Culture) Relationships with AMARIN executives None Position(s) in businesses that is/are AMARIN’s competitor(s) and may cause conflict of interest None
Amarin Printing and Publishing Public Company Limited 91 Table List of Amarin’s Board / Committee Members and Executives
Amarin Printing and Amarin Amarin Amarin Name Publishing Public Television Omniverse Book Center Company Limited Company Limited Company Limited Company Limited 1. Mrs. Metta Utakapa A N A A 2. Mr. Thapana Sirivadhanabhakdi B C A C 3. Assoc.Prof. Dr. Somchai Phagaphasvivat I D H 4. Prof. Dr. Nantawat Boramanand G I L 5. Mr. Suwit Chindasanguan F I L M 6. Mr. Pramoad Phornprapha I E N 7. Mr. Nararat Limnararat J K M N C B K B C 8. Flg.Off. Kamolnai Chaixanien J K J 9. Mr. Khumpol Poonsonee H J K B K J K J K 10. Mrs. Rarin Utakapan Punjarungroj H J K M O J K J K J K 11. Mr. Chokchai Punjarungroj J 12. Mr. Cheewapat Nathalang J K O J K J K 13. Mr. Siri Bunpitukgate K O J K J K J K 14. Mr. Chantachat Dhanesnitaya O K J 15. Mr. Jeremiah Pitakwong K O K 16. Ms. Ussanee Viratkaphan O 17. Mr. Monthian Siripongpreda O
Remarks: A = Chairperson I = Independent Director B = Vice Chairman J = Director C = Chairman of the Executive Committee K = Member of the Executive Committee D = Chairman of the Audit Committee L = Member of the Audit Committee E = Chairman of the Nomination and Remuneration Committee M = Member of the Nomination and Remuneration Committee F = Chairman of the Corporate Governance Committee N = Member of the Corporate Governance Committee G = Chairman of the Sustainability and Risk Management Committee O = Executive (the SEC’s definition) H = Member of the Sustainability and Risk Management Committee
92 Annual Report 2020 Directors with Signing Authority
According to the company certificate issued by the Commerce Ministry’s Department of Business Development as of 31 December 2020, it takes the signature of Mrs. Metta Utakapan, Mrs. Rarin Utakapan Punjarungroj, Mr. Chokchai Punjarungroj, or Mr. Cheewapat Nathalang together with the signature of Mr. Thapana Sirivadhanabhakdi, Mr. Nararat Limnararat, or Mr. Khumpol Poonsonee and the Company’s emblem to commit the Company to legal-binding effects. Management
As of 31 December 2020, the Company’s management has seven members. It covers chief executive officer and other executives, some of whom overseeing accounting and finance, which use definitions, set by the Securities and Exchange Commission.
Name Position 1. Mrs. Rarin Utakapan Punjarungroj Group Chief Executive Officer 2. Mr. Cheewapat Nathalang Deputy Group Chief Executive Officer 3. Mr. Siri Bunpitukgate Chief Financial Officer 4. Mr. Chantachat Dhanesnitaya Financial Controller 5. Mr. Jeremiah Pitakwong Managing Director: Media (Living) Division 6. Ms. Ussanee Viratkaphan Managing Director: Book Publishing Business Division 7. Mr. Monthian Siripongpreda Managing Director: Media (Life) Division
Notes: 1. Information on the Company’s board/committee members and management has been declared in the Annual Declaration Form (Form 56-1) as of 31 December 2020 as Attachment I “Details about board/committee members and persons with controlling power over the Company as of 31 December 2020” 2. Top executives of the Company meet the criteria specified in the Announcement of the Capital Market Supervisory Board No. Tor Chor 23/2008 with the subject of Definitions of Executives to Carry Out Stipulations in Chapter 3/1 of the Securities and Exchange Act, B.E. 2535 and the Securities and Exchange Act (No.4) B.E. 2551.
All seven members of the Company’s management do not have prohibited characteristics, which are:
1. They have not had any criminal records related to dishonest means to acquire assets; and
2. They have not had any record of conflict of interest with the Company.
Also, they are not untrustworthy persons under the definition specified in the Announcement of the Securities and Exchange Commission No. Kor Chor 8/2010 on indicators of untrustworthy board members/executives of companies. The management of the Company or top-level executives of the Company have the duty and responsibility to ensure that the Company’s operations proceed in line with policies, vision, missions, strategies and goals that the Board of Directors has set for each year. In addition, they have the duty and responsibility for business-plan implementations and the management of budget that is approved by the Board of Directors.
Amarin Printing and Publishing Public Company Limited 93 Company Secretary Duty and Responsibility of Company Secretary
The Board of Directors has recognized the 1. To compile and store documents related to board/ importance of company secretary, whose role and duty committee member registry, annual reports, support the Company’s operations in line with good invitations to board meetings, reports on board corporate governance principle as well as the rules/ meetings, invitations to shareholders’ meetings, regulations of the Stock Exchange of Thailand and the and reports on shareholders’ meetings Office of the Securities and Exchange Commission. 2. To store information on interests reported by board As a result, the Company has appointed Mr. Chantachat members/executives Dhanesnitaya as the company secretary. He has the duty to facilitate coordination between the Board of Directors 3. To keep a copy of reports on interests filed by and the management; to coordinate with relevant parties board members/executives or their related persons about legal affairs, rules and regulations related to to the chairperson and the chair of the Audit compliance with good corporate governance, regulations Committee within seven days since the receipt of and announcements of the Stock Exchange of Thailand the reports as well as the Office of the Securities and Exchange Commission; to monitor implementations of the resolutions 4. To arrange board meetings and shareholders’ issued by the Board of Directors or shareholders’ meetings; meetings in line with applicable regulations and laws and to store legally required documents. The qualifications and experiences of the company secretary have been 5. To give advice on the Company’s operations and disclosed in Declaration Form 56-1 and the Annual Report. the Board of Directors so as to ensure their compliance with the Memorandum of Association, the Company’s regulations, the Securities and Exchange Act, the Public Limited Companies Act, and all other relevant laws
6. To serve as the center of contacts for board members, executives and shareholders
7. To follow up and monitor implementations of the resolutions issued by the Board of Directors and shareholders
8. To ensure that information and reports are disclosed in line with regulations and requirements set by regulatory bodies
9. To carry out works required by the Capital Market Advisory Board or assignments given by the Board of Directors.
94 Annual Report 2020 Shareholding of Board Members and Executives in the accounting year starting on 1 January 2020 and ending on 31 December 2020
Number of Ordinary Shares (shares) Under the name of their Under their own name Outstanding spouse / underage children Name Any change Any change As of in number As of in number As of 1 Jan 2020 of shares 1 Jan 2020 of shares 31 Dec 2020 in 2020 in 2020 The Board of Directors 1. Mrs. Metta Utakapan 36,671,791 0 0 0 36,671,791 2. Mr. Thapana Sirivadhanabhakdi1/ 600,000,000 2,427,400 0 0 602,427.400 3. Assoc.Prof. Dr. Somchai Phagaphasvivat 0 0 0 0 0 4. Prof. Dr. Nantawat Boramanand 0 0 0 0 0 5. Mr. Suwit Chindasanguan 0 0 0 0 0 6. Mr. Pramoad Phornprapha 0 0 0 0 0 7. Mr. Nararat Limnararat 0 0 0 0 0 8. Flg.Off. Kamolnai Chaixanien 0 0 0 0 0 9. Mr. Khumpol Poonsonee 0 0 0 0 0 10. Mrs. Rarin Utakapan Punjarungroj2/ 138,387,052 0 29,700 0 138,416,752 11. Mr. Chokchai Punjarungroj3/ 29,700 0 138,387,052 0 138,416,752 12. Mr. Cheewapat Nathalang 300,000 0 0 0 300,000
Management Team 1. Mr. Siri Bunpitukgate 0 0 0 0 0 2. Mr. Chantachat Dhanesnitaya 0 0 0 0 0 3. Mr. Jeremiah Pitakwong 0 0 0 0 0 4. Ms. Ussanee Viratkaphan 0 0 0 0 0 5. Mr. Monthian Siripongpreda 0 0 0 0 0
Notes: 1/ Indirect shareholding via Vadhanabhakdi Company Limited, which holds 602,427,400 shares of Amarin Printing and Publishing Public Company Limited. 2/ Mrs. Rarin Utakapan Punjarungroj is married to Mr. Chokchai Punjarungroj. 3/ Mr. Chokchai Punjarungroj is married to Mrs. Rarin Utakapan Punjarungroj.
Amarin Printing and Publishing Public Company Limited 95 Self-Assessment
The Board of Directors prescribes regular performance Evaluating such performance is an important tool for assessment of the Company’s Board of Directors and assessing the appropriateness of the structure of Board subcommittees every year in order to improve work of Directors and their operational effectiveness according efficiency. It assigns the Corporate Governance Committee to corporate governance. The Corporate Governance to consider and recommend approach or assessment Committee will analyze the evaluation results, suggestions form to the Board of Directors for approval, as well as and observations to assess for summary to prescribe to report assessment results to the Board of Directors. further approach in work efficiency improvement of the The assessment is divided into 3 categories: Board of Directors and subcommittees to be in line and appropriate with business environment, rules, or (1) Evaluation test for the whole Board of Directors regulations that are changing in each period. (2) Self-evaluation for all subcommittee, and (3) Self-evaluation for individual directors. Each year the Company provided an assessment test for the Board of Directors, subcommittees and individual Evaluation criteria of the assessment model are divided directors in the following procedures, the Secretary of into 6 items that consist of: the Corporate Governance Committee:
(1) Structure and qualifications of directors (1) Dispatched the evaluation test to each director (2) Directors’ meeting (2) Collected the results, opinions and suggestions from (3) Roles, duties and responsibilities of directors the evaluation test to submit to Corporate Governance (4) Directors’ performance Committee for consideration (5) Relationship with the management, and (3) Proposed the assessment results to the Board of (6) Directors’ self-improvement and management training, Directors. to reflect the evaluation test of the SET.
96 Annual Report 2020 The results of the entire Board of Directors self-assessment for the fiscal year 2020
Topic of Assessment Assessment Result (%) Structure and qualifications of directors 94.17% Roles, duties and responsibilities of directors 92.75% Directors’ meeting 93.05% Directors’ performance 94.05% Relationship with the management 94.00% Directors’ self-improvement and management training 91.94% Overall Result (Average) 93.27%
The results of the Board of Directors self-assessment (Individual) for the fiscal year 2020
Topic of Assessment Assessment Result (%) Structure and qualifications of directors 95.71% Directors’ meeting 93.82% Roles, duties and responsibilities of directors 93.04% Overall Result (Average) 93.82%
The results of the Subcommittee self-assessment (the entire of each committee) for the fiscal year 2020
Topic of Assessment Assessment Result (%) Assessment result of the Audit Committee 99.12% Assessment result of the Corporate Governance Committee 97.38% Assessment result of the Nomination and Remuneration Committee 92.50% Assessment result of the Sustainability and Risk Management Committee 98.81% Assessment result of the Board of Executive Directors 94.00% Overall Result (Average) 95.76%
Amarin Printing and Publishing Public Company Limited 97 1/ 1/ 1/ ------9/12 9/12
12/12 12/12 11/12 12/12 12/12 12/12 Executive Committee ------2/2 2/2 2/2 2/2 Committee Sustainable and Risk Management ------3/3 3/3 3/3 3/3 Corporate Committee Governance ------2/2 2/2 2/2 2/2 Committee Remuneration Nomination and Attendance of Meetings / Total Meetings Held Attendance of Meetings / Total ------5/5 5/5 5/5 Audit Committee 1/ - - 6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6 5/6 Board of Directors Executive Director had an important mission to carry out for the Company. Executive Director had an important mission to carry out for 1/ Mrs. Metta Utakapan Mr. Thapana Sirivadhanabhakdi Assoc.Prof. Dr. Somchai Phagaphasvivat Prof. Dr. Nantawat Boramanand Suwit Chindasanguan Mr. Pramoad Phornprapha Mr. Nararat Limnararat Mr. Khumpol Poonsonee Mrs. Rarin Utakapan Punjarungroj Mr. Chokchai Punjarungroj Mr. Cheewapat Nathalang Flg.Off. Kamolnai Chaixanien Mr. Siri Bunpitukgate Mr. Jeremiah Pitakwong
Board Members / Committee
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Attendance in the Company’s Board / Committee Meetings Note:
98 Annual Report 2020 Remuneration for Board Members and Top Executives The Company has given appropriate remuneration to its board members at the rate comparable to the industry level. The Nomination and Remuneration Committee is in charge of formulating remuneration policy and proposing it for the Board of Directors to consider before the issue can go to shareholders’ meetings for consideration and approval every year. The following principle also applies: 1. Policy on remuneration for board members 2. Policy on remuneration for top executives Remuneration is granted on monthly basis plus meeting The Nomination and Remuneration Committee proposes allowances for each meeting. The amount of remuneration remuneration in the forms of monthly pay, bonus and is set by taking into account the Company’s size and other long-term incentives for these top executives to operating results as well as board members’ responsibility, the Board of Directors for consideration and approval. qualifications, experiences and performance for the The pay structure is in line with what are offered by other Company. The rate must be comparable to those offered listed companies of the same size in the same industry. by companies in the same industry and high enough to retain board members with desirable qualifications, using the Thai Institute of Directors’ survey on board members’ remuneration as guidance. Remuneration As for financial remuneration for the year ending on 31 December 2020, the Company implemented clear and reasonable remuneration policy. The Nomination and Remuneration Committee was in charge of determining and proposing the remuneration for board members based on board-member remuneration guideline, the 2020 survey on board members’ remuneration by the Thai Institute of Directors and a comparison with what were offered by companies in the same industry. Shareholders’ meetings approved the following rate of remuneration for board members: 1. Remuneration for Board Members
Position Allowances Meeting Allowances Remuneration for (baht/month) (baht/meeting) Chairman of the Board of Directors 20,000 25,000 Director 10,000 20,000 Chairman of the Audit Committee 30,000 None Member of the Audit Committee 20,000 None Chairman of the Executive Committee 30,000 None Member of the Executive Committee 20,000 None Chairman of the Nomination and Remuneration Committee None 20,000 Member of the Nomination and Remuneration Committee None 15,000 Chairman of the Corporate Governance Committee None 20,000 Member of the Corporate Governance Committee None 15,000 Chairman of the Sustainability and Risk Management Committee None 20,000 Member of the Sustainability and Risk Management Committee None 15,000
Notes: 1. Board members who also serve as executives shall not receive this type of remuneration. 2. At the annual shareholders’ meeting 2020 on 10 July 2020, the Nomination and Remuneration Committee’s proposed budget of no more than Baht 5,000,000 a year for board members’ meeting allowances, monthly position allowances and bonus (if any) was approved. The proposal was presented to the meeting via the Board of Directors. The resolution from the meeting also authorized the Nomination and Remuneration Committee to determine the amount of bonus based mainly on the Company’s operating results.
Amarin Printing and Publishing Public Company Limited 99 Attendance of Meetings / Total Meetings Held Nomination Sustainability Corporate Board Members / Board of Audit and and Risk Executive Governance Total Committee Members Directors Committee Remuneration Management Committee Committee (baht) (6 times) (5 times) Committee Committee (12 times) (3 times) (2 times) (2 times) 1. Mrs. Metta Utakapan 6/6 - - 3/3 - - - 2. Mr. Thapana 6/6 - - - - 9/12 600,000 Sirivadhanabhakdi 3. Assoc.Prof. Dr. Somchai 6/6 5/5 - - 2/2 - 630,000 Phagaphasvivat 4. Prof. Dr. Nantawat 6/6 5/5 - - 2/2 - 520,000 Boramanand 5. Mr. Suwit Chindasanguan 6/6 5/5 2/2 3/3 - - 570,000 6. Mr. Pramoad Phornprapha 6/6 - 2/2 3/3 - - 325,000 7. Mr. Nararat Limnararat 6/6 - 2/2 3/3 - 12/12 555,000 8. Mr. Khumpol Poonsonee 6/6 - - - 2/2 12/12 510,000 9. Mrs. Rarin Utakapan 6/6 - 2/2 - 2/2 12/12 - Punjarungroj 10. Mr. Chokchai Punjarungroj 6/6 - - - - - 240,000 11. Mr. Cheewapat Nathalang 6/6 - - - - 12/12 - 12. Flg.Off. Kamolnai 5/6 - - - - 11/12 460,000 Chaixanien 13. Mr. Siri Bunpitukgate - - - - - 12/12 - 14. Mr. Jeremiah Pitakwong - - - - - 9/12 -
Note: In 2020, no bonus was paid.
100 Annual Report 2020 2. Remuneration
The Company has the policy to award bonus to board members based on its operating results. Regarding the bonus payment for board members in 2020, the Nomination and Remuneration Committee was authorized at the annual general meeting of shareholder 2020 on 10 July 2020 to pay no more than Baht 5,000,000 a year for board members’ meeting allowances, monthly position allowances and bonus (if any). The authorization was granted based on the proposals from the Nomination and Remuneration Committee and the Board of Directors. In 2020, no bonus was paid. Remuneration for Executives of Amarin Printing and Publishing Public Company Limited
Remuneration for executives (as defined by the Thai Securities and Exchange Commission and the Stock Exchange of Thailand) is awarded in line with the guideline and policy set by the Board of Directors. The remuneration payment is also subject to operating results of the whole group and the performance of each individual executive. Performance is evaluated based on the line of command. In 2020, remunerations for the seven executives were as follows:
Forms of Remuneration Amount (baht) Salary and Bonus 43,854,676 Provident Fund 855,720 Total 44,710,396 Remunerations for Director of Subsidiary Companies
The Monetary Compensation - Directors
Company Director (persons) Amount (baht) 1. Amarin Television Company Limited 7 1,108,965.52 2. Amarin Omniverse Company Limited 8 - 3. Amarin Book Center Company Limited 9 - Total 24 1,108,965.52 Other Forms of Remuneration
-None-
Amarin Printing and Publishing Public Company Limited 101 Human Resources
Human resources at Amarin Printing and Publishing Public Company Limited as of 31 December 2020
Total number Male Female Name of Company of employees employees employees Amarin Printing and Publishing Public Company 941 393 548 Remuneration for the Company’s Employees in Accounting Year 2020 as Shown in Annual Registration Statement and Annual Report 2020 Policy and Guideline on Employees’ Remuneration and Welfare
Amarin Printing and Publishing Public Company Limited adequate and proper welfare and fringe benefits to has accorded importance to its employees from the first employees. In Accounting Year 2020, the Company paid day they joined its workforce to the end of their employment Baht 418,465,292.05 for employees’ benefits namely period. Considering human resources as valuable monthly salary and pay, welfare related cash assistance, resources, the Company has paid serious attention health and life insurance, loan support, contributions to the provision of comprehensive employee care. It to employees’ accounts in the Social Security Fund has formulated the policy to provide fair remuneration and Provident Fund, and employee empowerment and in line with applicable laws and regulations, plus engagement as follows:
Types of Benefits Amount (baht) Monthly Salary and Pay 393,310,103.17 Welfare-Related Cash Assistance 703,338.00 Health and Life Insurance 7,833,526.57 Contributions to Provident Fund, Social Security Fund 15,449,854.71 Employee Empowerment & Engagement 1,168,469.60 TOTAL 418,465,292.05
Also, the Company has adjusted employees’ remuneration welfare are on par with those offered by leading firms based on its operating results both on the short term and the in the same industry. The Company aims to motivate long term. On top of monthly salary or regular pay employees employees to create output that contributes to its solid have received, the Company has equally identified growth. Its employee welfare therefore exceeds what clear goals for and in cooperation with employees. are required by laws. Regarding welfare, the Company Key performance indicators (KPIs) are used for has conducted opinion surveys among employees and annual-bonus calculation, which takes into account listened to their voice via the Welfare Committee in not just the Company’s revenue and profits, but also designing welfare that is on top of law-required welfare. employees’ performance based on Strategic KPIs and Employee welfare is also revised on a regular basis Competency KPIs. The Company’s remuneration and to best respond to economic and social conditions.
102 Annual Report 2020 The Company has informed all employees of their right Security Act so as to provide security to employees’ life. to welfare via the Employee Handbook that is uploaded The Social Security Fund has provided benefits in events on the Company’s intranet system. There are many types of sickness, disabilities, death, childbirth, child care, old of welfare at the Company as follows: age, and unemployment. Via the fund, there is access to medical services and compensation for revenue loss. Welfare-Related Cash Assistance In addition, the Company has submitted financial Scholarships for Employees’ Children (based on the contribution to the provident fund that was established Company’s criteria), the Funeral Fund, Cash Benefits through its collaboration with its employees. The Company’s in Events of Employees’ or Their Family Members’ employees can join the provident fund on a voluntary Deaths, Discounts on the Company’s products, shuttle basis. A form of welfare, this fund has helped employees services, and Amarin Taweesuk Savings Cooperative save money for investments and security. Upon the that encourages money savings among employees, termination of employment, employees will leave the promotes their financial literacy, and offers counseling fund and get their savings. services in regards to debts owed to loan sharks and credit-card companies Policy/Procedure on Safety and Occupational Health at Workplace Health and Life Insurance Policy/Precedure on Occupational Health and Safety Annual checkups that are designed to match employees’ age Recognizing the importance of its employees’ occupational and types of work at the Company, group insurance health and safety, Amarin Printing and Publishing Public (health, life, and accident), medical benefits for employees Company Limited has formulated policy on safety, health and family members (based on the Company’s criteria), and environment at workplace. Executives and all employees and childbirth benefit (based on the Company’s criteria). have the duty to work together in upholding occupational During COVID-19 outbreak, the Company has increased safety and health. Also, they are required to strictly welfare on this front too with COVID-19 insurance comply with the Company’s regulation on occupational provided to all employees. Also, the Company has prepared health, safety, and environment while at work. The Company alcohol gel at several corners of its compound. Disinfectant shall regularly monitor, assess, and control hazards, spraying has been conducted every day too. During and also improve work environment both in indoor and the COVID-19 situation, work-from-home system has also outdoor zones so as to protect employees’ and relevant been introduced so as to maintain a proper distance parties’ safety and occupational health, and to reduce at offices, reduce transmission risks, and promote the risks of work-related injuries, illnesses and accidents. good hygiene for everyone. In addition, the Company has accorded importance to protective gear and devices for certain types of work, Loan Benefits which are considered risky. Below is the summary of work-related accident and the number of employees The Company’s employees can get a loan from the taking sick leave in Accounting Year 2020. Government Housing Bank at the interest rate that is one basis point lower than the normal rate. Number of Indicators Employees Financial Contribution to Social Security Fund and Provident Fund The number of employee(s) having 1 an accident at work The Company has submitted financial contribution to The number of employees taking 1 the Social Security Fund in accordance with the Social leave or getting ill because of work
Amarin Printing and Publishing Public Company Limited 103 expected to drive their organization and adjust employees’ mindset. Moonshot thinking is encouraged among the Company’s members, no matter what levels they are, and fostered as parts of corporate culture or AMARIN DNA. OKRs guide employees about what they have to do to respond to the Company’s strategies - focusing on their objectives and fulfilling them with determination. In the age whereby agility is a must, employees must learn fast and apply, get ready for changes, and keep improving themselves so as to quickly tackle problems that arise, and work efficiently, paving way for their Policy on Employee Development organization to pursue its goals.
The Company is fully aware that successful business Succession Planning Management operations require key drivers for its competitiveness enhancement and that “human resources” are at the heart of The Company has prepared succession plans with such driving force. The Company, therefore, has constantly employees being developed for their rise to high-level improved its employee development through various executive positions or key positions. There is an methods. It is committed to raising the capabilities appropriate process to develop and evaluate employees so of employees at all levels, and inculcating in them its as to ensure that the Company gets qualified persons with corporate culture and ethics, in order for employees professionalism, vision, capabilities and experiences that to have knowledge for their duties, to deliver quality match its corporate culture. Employees’ personality and products/services as well as best customer experiences, attitudes are considered in the Company’s search for “the and also to enjoy career advancement. Such goals resonate most qualified and appropriate choices” of successors. with the Company’s business strategies and guidelines, Succession Planning Management is about putting the which focus on keeping pace with changing business right person on the right job at the right time for the goal and technology environment, and transformation of maintaining the continuity of tasks involved. into a high-flying enterprise with solidly impressive operating results and good governance in pursuit of Talent Development Program sustainable businesses. The Company has formulated its policies, strategies, and indicators of employee In the face of increasingly competitive business development in accordance with its business direction and environment, personnel prove to be an extremely current as well as future goals. At present, the Company important factor to the Company’s success. Talents has policy to take care of its employees’ quality of life or employees with good performance, high potential, in all aspects so as to enable them to work happily outstanding capabilities and impressive emotional and promote their career advancement. The policy is quotient, in particular, have crucial importance. For them, as follows: the Company has implemented the Talent Development Program that resonates with its business direction. The OKRs: Management Tools for Desirable Goals program features systematic development and evaluation so as to create opportunities for the chosen employees OKRs (Objective and Key Results) are crucial to powerfully to maximize their potential paving way for them to climb driving the Company ahead. OKRs are set for learning, to high-level executive positions, become role models development and the formulation of realistic goals. for other staff, and also for the Company to achieve its Embracing Moonshot Thinking, it encourages thinking business goals. big and taking up challenges. Organizational leaders are
104 Annual Report 2020 Leadership Development
Executives and managers are key persons in building trust and confidence across the workforce, which drives the Company and its businesses towards identified goals. The Company therefore has accorded importance to leadership development so that executives and managers learn more about and better understand their roles, identify their strengths as well as weaknesses, and encouraged to adjust their attitudes and look for ways develop leadership skills in regards to behaviors and to improve their work. For example, they may explore vision. Via leadership development, they will acquire ideas to reduce work procedures, curb redundancy, and techniques to bolster their potential and efficiently minimize mistakes. Employees are also encouraged to adjust their attitudes/mindset for working with others work to the fullest of their abilities and enhance their more smoothly, inspiring their team, promoting teamwork, work skills in pursuit of targets, a lower cost, and most and guiding, motivating and persuading other employees efficient usage of resources. with powerful vision. Intensive Printing & Packaging Program Leading Change Project The Company is a printing service leader, offering Because changes happen, the Company needs to adjust customers One-Stop Service related to their printed itself to new environment in each era. For efficient materials and packaging. The service covers every step adjustment, it has created opportunities for its employees from creative design to production for quality output. to demonstrate their potential for change and the To prepare its employees for such role, the Company development of innovations that are in line with its has implemented the Intensive Printing & Packaging business directions. These opportunities aim at nudging Program. It is designed to produce personnel who employees to consider changes opportunities. In addition, have had professionalism, experiences and expertise the Company has implemented The Slight Edge for excellent printing services. Moreover, the Company (Do 1 Thing for 9 Benefits) every year. Under this has offered training on how to operate and maintain project, employees are encouraged to embrace and advanced/high-tech machinery on a continued basis for improve themselves as well as to look for a new way of the ability to deliver differentiated prints in all formats, working so as to remove redundancy and wasted efforts. exceed all expectations, and provide the most While their idea may involve just slight changes, it may comprehensive printing services. give big results, improve efficiency and empower the Company paving way for it to become a new-generation Professional Learning Community organization that is ready for any situation. Moreover, the AMARIN Innovation has been ongoing as the Company Learning happens every day as employees work and has never stopped developing new technologies, interacts with their team members, other teams, subsidiaries innovating, and empowering its employees. Digital or external customers. The Company, therefore, promotes technologies have been systematically integrated into its professional learning community whereby its employees operations. There are projects for innovative employees to can share knowledge, experiences, and lessons they present their inventions. The number of awards is not limited have learn from their work. Such internal sharing as entries are considered based on their merits, not in promises to maximize employees’ work efficiency, develop comparison to other entries. Moreover, the Company new knowledge, and create new things. Professional has conducted the Work Process Improvement Project Learning Community will also stimulate and motivate for Lower Cost. Under this project, employees are employees at work.
Amarin Printing and Publishing Public Company Limited 105 Continuous Learning
Learning is extremely important to self-development and best learning is continuous learning. The Company therefore supports its employees’ search for new knowledge and encourages their eagerness to learn more. Continuous leaning is a part of Amarin DNA. To ensure employees keep boosting their knowledge, the Company provides solid support. It has designed new training programs for its staff throughout the year so as to keep pace with • Program in Innovative Export Packaging and Design changing circumstances. Each program is designed to • Program in Gluing Machine Operation respond to the needs of employees, giving them useful • Program in Die-Cut Machine Techniques skills and knowledge, so as to ensure that they can • Program in Die-Cutting Stamping Machine answer to business needs and professionally deliver Techniques quality output for the Company. In accounting year 2020, • Program in Spot UV Machine Deployment the Company trained 519 employees through 51 • Program in RMGT-7 Color Machine Deployment in-house training programs and 21 external training • Technical Program in Professional Color Mixing programs with the budget of Baht 1,168,469.60. • Program in Analyzing Data with Power BI On average, employees received 16.86-hour training • Program in Basic VDO Recording & Editing during the year. Below were some of the training • Program in Professional Lighting programs and seminars that the Company’s employees • Program in OKRs Management attended to upskill for the benefits of their jobs or • Program in Coaching for Better Performance business line: • Creative Thinking Program • Program in Cost System and Control for Profitable • Brand Inside Forum 2020, which presented Future occupational trends for all generations • Program in Deferred Income Tax 2020 & TFRs16 • Corporate Innovation Summit 2020 Impacts • Creative Talk Conference 2020, which focused on • Program in e-Withholding Tax Alternative & National expanding participants’ perspectives e-Payment • Learning Sharing: Communication Channel • Program in Accounting Issues during COVID-19 Management Seminar Outbreak • SEO Trends 2020 and Beyond Seminar • Program in Anti-Corruption: The Practical Guide • Seminar on Contingency Plan • HR Upskill Program • Summary of Laws and Accounting Standards for • 3Rs Program: Practical HR Management Business in the Digital Age Course • Program in GMP & HACCP-Related Laws • Seminar on Working People’s Must-Not-Miss Welfare • Executive-Level Security Officer Program and Benefits • Seminar on Internal Quality Audit, GMP/HACCP Thai Institute of Directors (IOD) training for • Seminar for the Safety, Occupational Health and the Company’s directors/executives Environment Committee • Online Marketing Program: Facebook Marketing Mr. Suwit Chindasanguan - Board Nomination and Advanced Compensation Program (BNCP 9/2020) • Program in Professional Trade Fair Management Mr. Jeremiah Pitakwong - Director Certification Program • Program in Personal Data Protection Act (DCP 295/2020) • Program in Industrial Plant Plan Design Standard
106 Annual Report 2020 AMARIN Experience for Happiness 3. Social-work activities: Supporting social work on a regular basis, the Company has inculcated public Amarin Printing and Publishing Public Company Limited mindedness and social responsibility in its staff trusts that happiness matters the most. If its employees through several activities namely Publication are happy, its organization will be filled with happiness. Donations that cover pocketbooks, magazines and For its organization to fast achieve its goals, the most all other types of publications by the Company important factor is “workforce”. Therefore, it is necessary and its subsidiaries with recipients being that the Company give happiness, support, assistance, government agencies that serve the public, such as and empowerment to its employees so that they can schools and hospitals so as to spread knowledge perform well. The Company therefore has organized and promote reading culture among Thais; the following activities to create employees’ happiness Amarin Open House has been organized for and good health, foster unity and good ties among outsiders namely university lecturers/students to employees, as well as promote Thai culture and explore the Company’s work process. For each corporate culture: educational visit to its compound, the Company has prepared a reception and speakers to educate 1. Activities for Good Emotional Health: These activities students. Visitors will see the whole process of are held for employees, their family members, and quality-print production and print integration to interested members of the public, including customers new media for digital age, which is designed to and local people. Candle Procession for Buddhist respond to every need of customers and deliver Lent aims at promoting Buddhism and continuing valuable experiences. Internship Project offers a Buddhist tradition. Via these activities, executives internship opportunities to university students. and staff of the Company get opportunities to Under this project, university students can learn make merits and bring elaborate candles to temples on the job under the guidance of professionals. on Buddhist Lent occasion together. Dharma Lecture, At the completion of the program, mentors will as the Company has seriously promoted meditation evaluate interns’ performance. For those getting among its employees, family members, and customers “excellent” scores, Amarin Group will consider so as to encourage mindfulness meditation. The practice hiring them as permanent employees after their provides a way to understand the state of mind, graduation; Jobs for the Physically-Challenged to keep pace with one’s own thoughts, to understand Project that is conducted based on an agreement the mind that is also a source of desires, and to the Company has signed with the Universal stop holding onto something. The ultimate goals Foundation for Persons with Disabilities on are to learn to appreciate emptiness and maintain the hiring of the physically challenged for the normal state of mind so that one can live happily. community/public services; and Blood and Body Donations with blood donated three times a year. 2. Activities to Promote Unity and Thainess: Amarin Valentine’s Day has invited executives and staff to write down messages for their colleagues. Offering thanks, moral support, appreciation or good feelings, these written messages are then delivered together with a rose by the Company to intended recipients. Thanks to these activities, employees know more about and smile more at one another. Positive interactions will then increase.
Amarin Printing and Publishing Public Company Limited 107 AMARIN DNA: Reliability Proactive Communication The Company has striven to create corporate culture Internal and external communications are hugely that fosters friendly, fast, knowledge seeking and goal important and necessary to the Company’s management, oriented collaborations. The focus on public benefits is because they are tools to promote understanding between inculcated as Amarin DNA through various processes at the executives and staff. The success of the management Company to ensure its corporate culture plays a key role partly relies on efficient internal communications. in employees’ performance and pursuit of its business Supported by internal communications, the Company vision. Furthermore, the Company has propagated gets information for timely decision making or actions. and communicated its Core Value, which places an External communications, meanwhile, contributes to the emphasis on responding to customers’ needs and good image of the Company, its products, its services, its winning their trust. The Company’s business operations executives and its employees. External communications honor fairness, transparency and social responsibility. help the Company win public acceptance and makes The Company has set clear expectations, in regard to others wish to become a part of it. There are three main its corporate culture, of its employees. Awareness and channels for the Company’s internal and external understanding in the corporate culture have been promoted communications. The first, Amarin Group’s internal seriously throughout the year. Employees have learnt communication channel, aims to bring its members about corporate culture from their first day at the Company, closer through updates and good stories such as useful via orientation and various other activities. In addition, work-themed articles, lifestyle reports, and news about the promotion of corporate culture has also taken place activities held by all lines of Amarin Group. Secondly, via various internal media. The Company believes that if Facebook Fan page JobAmarin serves as a public-relations its employees firmly embrace corporate culture, they will channel. Managed by HR Amarin, it advertises its vacancies be able to completely fulfil their duties and collaborate and events. Moreover, this channel features inspirational well with others both inside and outside their unit for stories, quotes and tips for office workers’ work life. positive synergy. When employees share the same Announcements on internship are also posted here. corporate culture, they will enjoy mutual understanding, Thirdly, YouTube Channel HR Amarin Official presents develop ties, actively take part in the Company’s activities stories via VDO clips and Podcast for good corporate and contribute to its happy atmosphere. In the end, the image. HR AMARIN OFFICIAL prepares content for Company will be able to achieve its goals too. this channel. To date, it has released two programs. A-Intern features interviews with Amarin Group’s former interns. Content promises to inspire university students to start self-discovery and join Amarin Group as interns. Presented by HR Amarin as a Podcast, the other program “WORK!” presents easy listening and feel good stories about work life.
108 Annual Report 2020 Development of Board Members / Executives
In 2020, the Company has the policy to promote its board members’ participation in seminars or activities that will increase their knowledge in various aspects on a continued basis. All board members receive a board members’ manual, policies, and corporate governance guideline of Amarin Group. In addition, Amarin Group has registered its board members as members of the Thai Institute of Directors so that they get regular updates and attend programs useful for their jobs as directors of a listed company.
Name of Board Members Name of Programs 1. Mr. Suwit Chindasanguan Board Nomination and Compensation Program (BNCP 9/2020) 2. Mr. Siri Bunpitukgate TFRS 15 and TFRS 16 – Accounting & Audit Issues for Consideration 3. Mr. Jeremiah Pitakwong Directors Certification Program (DCP 295/2020)
Amarin Printing and Publishing Public Company Limited 109 CORPORATE GOVERNANCE Corporate Governance Policy The Board of Directors recognizes the importance of good corporate governance and is determined to elevate the corporate governance continuously by ensuring that good corporate governance will be beneficial to the Company’s business operation. It can increase the value and returns to the shareholders and investors in the long run, as well as building the confidence among the shareholders, investors, all involved parties, and to make the administration transparent and fair. It can be examined with regard to the rights, equality of shareholders, responsibilities to the stakeholders. The Board of Directors Meeting No. 9/2017 on December 6, 2017 approved the nomination of the Corporate Governance Committee to define the corporate governance policy, perform evaluation and revision for an up-to-date ethical business conduct policy, as well as communicating about the corporate governance policy to directors, executives and employees for a continual practice as a contribution to the Company’s constant and sustainable growth. In addition, the Board of Directors has assigned the Corporate Governance Committee a responsibility in planning and providing support and advices to the management for a readiness in joining Thailand’s Private Sector Collective Action Coalition against Corruption (CAC). The Board of Directors has also approved an amendment of the subcommittee’s charters, the preparation of the Company’s ethics in investor relations handbook and the broadcasting of video clips via the Company’s intranet to inform directors, executives and employees about the significant essence of the fifth amendment of Securities and Exchange Act with an addition of the category of personal misconduct, as well as civil penalty relating to internal information to add more clarification to the Act. Moreover, the Code of Ethics and Business Conduct Handbook of Amarin Printing and Publishing Public Company Limited was compiled in Thai and English versions. Directors, managers and employees of the Company and subsidiaries shall be given a copy of the handbook for their information and understanding as well as ratification for strict compliance. Considered a part of the Company’s work regulations, it highlights an emphasis on the Company’s compliance with Good Corporate Governance and transparent business operations that take into account shareholders, customers, employees and all stakeholders. The Code of Ethics and Business Conduct Handbook can be downloaded via the Company’s website. (www.amarin.co.th) Due to the Company’s commitment and continual focus on developing the guidelines for business operations in line with good corporate governance principles, the Company has devoted attention to organization development in 5 aspects: shareholders’ rights, equal treatment of shareholders, roles of stakeholders, information disclosure and transparency, and responsibilities of the Board of Directors which has been done through the management system and the corporate governance system. As a result, in 2020 the Company received the quality assessment of the Annual General Meeting of Shareholders by the Thai Investors Association which assessed the quality of the meeting organization from practices of a registered company before, during, and after the meeting. The Company has recognized the importance and has
Amarin Printing and Publishing Public Company Limited 111 continuously improved the quality of the Annual General shareholders more channels to access the Company’s Meeting of Shareholders organization. As a result, the additional information, such as the operational Company received full 100 scores for the organization performance, information on related transactions, of the 2020 Annual General Meeting of Shareholders. changes of capital structure and controlling power and the major asset trading of the Company, along In 2020, the Company complied with the Corporate with other information necessary for the decision Governance Code for listed company as regulated by making of the shareholders. the Securities and Exchange Commission in 5 sections as follows: 1.3 Rights in the shareholders’ meeting: Section 1: Rights of Shareholders The Company’s Board of Directors encourages holding the Annual General Meeting by considering The Company’s Board of Directors is aware of and pays the rights and equality of the shareholders in respect to the ownership right of the shareholders without attendance according to the law and good corporate any action violating or degrading the shareholders’ rights. governance. The Annual General Meeting is The shareholders are treated equitably and taken care scheduled to be held once a year within 4 months after of their interests fairly, as well as being supported the end of the accounting period (the Company’s and encouraged whether they are domestic or foreign accounting year ends on 31 December each year). shareholders, major or minor shareholders or institutional In case of urgency having to propose the special shareholders to exercise their rights; both the basic agenda, which affects the interests of shareholders rights and other non-basic rights of the shareholders in or related to the conditions or statutes, the applicable order to determine the direction of operation and decide law requires the approval from the shareholders in an on matters having significant impact on the Company urgent way; the Company will arrange the extraordinary as follows: shareholders’ meeting on a case by case basis. 1.1 Basic rights: In 2020, the Company held the annual general meeting of shareholders on Friday, July 10 at 10.00 hrs. The basic rights include the right in trading or transferring in the Conventional Hall, Executive Building, the shares, the right to have parts in the share Chaiyaphruk Road, Taling Chan District, Bangkok of profits in the form of dividends equally, the right 10170. This meeting was postponed from Wednesday in knowing the information of business adequately, 29 April 2020 because of Thailand’s COVID-19 timely, and equally, the right in attending the situation. There were 33 shareholders and authorized shareholders’ meeting and voting, the right in persons attending the meeting or 82.28% of the electing an individual director and defining the total shares. The meeting was also attended by 11 out of director’s remuneration, the right in appointing 12 directors (91.67%) as well as the Chairperson, the auditor and determining the auditor’s remuneration the Chairman of the Audit Committee, the Chairman and the right in convening another person to attend of the Nomination and Remuneration Committee, the meeting and vote on their behalf. the Chairman of the Corporate Governance Committee, the Chairman of the Sustainability and Risk Management 1.2 Rights to know important information: Committee, the Chairman of the Executive Committee, Group CEO, Chief Financial Officer and the Company’s The shareholders have the right to receive information Internal Auditors. The details of the meeting procedure equally. The Company disseminates the information were as follows: both in Thai and in English via the channels of the SET and the Company’s website to provide the
112 Annual Report 2020 1) Prior to the Shareholders’ Meeting Date 2) Agenda of consideration on the director’s remuneration: The information was provided • The Company gave the rights to the minor about the policies, criteria, and procedures for shareholders to propose the agenda of the determining the directors’ remuneration, shareholders’ meeting and nominate the persons amount, forms of remuneration classified by knowledgeable and qualified to be the directors in position and responsibilities of the directors. advance from December 3, 2019 to February 3, 2020, including giving the right to the shareholders to submit 3) Agenda of the appointment of auditor: The questions regarding the meeting agenda to the information was provided about the name of the Company Secretary prior to the meeting date. The criteria auditors and the auditing agency, experiences, and methods for proposing the agenda of the competence of the auditor, years of serving as shareholders’ meeting were published and the auditors of the Company with the presentation candidates were nominated to be elected as the of audit fees separately from other service fees. directors on the Company’s website. The shareholders would be informed through the news system of 4) Agenda on dividend payout: Information on the SET. Nevertheless, at that time none of shareholder dividend payout policy, the amount of cash proposed the agenda or nominated the persons dividend to be approved, a comparison to the knowledgeable and qualified to be the directors to amount paid in the previous year and, if any, the Company. reasons for omitted dividend are given. • The Company prepared the invitation letter for the • No document with important information was Annual General Meeting of Shareholders in both suddenly distributed in the shareholders’ meeting Thai and English and also published the invitation nor was any agenda added or changed in the significant letter and all information (Including Annual Reports) information without prior notice to the shareholders. on the Company’s website from June 9, 2020, more than 21 days prior to the meeting date. The meeting • Facilitate the shareholders who could not attend invitation letters were sent to the shareholders 21 days the meeting in person by sending the Proxy Form B. prior to the meeting date so that the shareholders in which the shareholders could determine the received the documents prior to the meeting date direction of voting along with the details on how and had sufficient time to study the information to grant a proxy at the shareholders’ meeting together before the meeting. with the invitation letters. The Proxy Forms A., B., and C. were available for downloading from the • In the invitation letter, the Company clarified the Company’s website. Moreover, there were also the facts, reasons, and comments of the Board of Directors name list and profiles of the independent directors for the consideration of the shareholders completely for the shareholders to choose to be their proxies as well. and sufficiently. The Agenda of the General Shareholders’ Meeting consisted of: • For facilitating the institutional investors in attending the meeting, the Company contacted the institutional 1) Agenda of the appointment of directors: investors to coordinate in preparing the proxy form The information of the nominees was provided; prior to the meeting date for the convenience in name and surname, age, nationality, type of the registration of shareholders to attend the meeting. director, position in the Company, date month and year of the first appointment, number of 2) On the Shareholders’ Meeting Date years being the director, education, training/ seminar on the director program, proportion of • The Company defined the procedures for the meeting shareholding in the Company, illegal act record, lawfully considering the convenience, rights, and family relationship to the executives, experiences equitable treatment to shareholders. The shareholders over the past 5 years, attendance in the last were allowed to register with the barcode system year and prohibited attributes.
Amarin Printing and Publishing Public Company Limited 113 at least 2 hours prior to the meeting and could 1) Agendas that required an approval by the voting continue to register until the meeting was completed. majority included Agenda no. 1, 3, 4, 5, and 6. The Company provided adequate personnel for the The vote result was calculated by counting only registration of meeting. The revenue stamps were the votes from those who voted in favor and also provided to shareholders who appointed the against and not including those who abstained proxies or independent directors to attend the their vote. meeting on behalf. The voting cards were distributed to all shareholders for voting. 2) Agendas that required more than 2/3 of all votes casted by shareholders who were present and • To ensure transparency in vote counting, the Company eligible to vote included Agenda no. 7. The Company invited Mr. Neramit Trongpromsuk and Ms. Natcha would count the vote from all shareholders who Srisupornvichai, legal advisors from DN36 Company were present at the meeting including those Limited, to join the process. At the meeting, who voted in favor, against, as well as those Ms. Amporn Suebpongdej, Ms. Mondita Limsapjarern, who abstained their vote. and Ms. Juthamas Namkham turned up as witnesses to observe the acceptance of ballots and vote counting. Except Agenda 2, which was not subject to a vote because it was presented just for the meeting • The Chairperson presided over the meeting and to acknowledge the Company’s operating results. assigned Mr. Chantachat Dhanesnitaya, the Company Secretary to organize the meeting. The Company • Before a vote on each agenda, the Chairperson Secretary introduced the Board of Directors, the gave participants an opportunity to ask questions Chairperson of all sub-committees, the Executive and express their opinions related to that specific Board, and the Company’s internal auditors to the agenda in an appropriate manner. Shareholders meeting and explained to the shareholders the voting or their proxies who were present at the meeting procedure for each agenda that required consensus were required to declare their full name in posing in accordance to the law and the Company’s questions or stating their opinions for the purpose regulations. In case of late attendance during the of recording meeting minutes. meeting, the Company shall assign the late attendant the right to vote on the remaining agendas and this 3) After the Shareholders’ Meeting shall constitute a quorum. • The Company disclosed the resolutions of the • During the meeting, the Chairperson assigned Annual General Meeting of Shareholders together Mr. Chanwit Chanthalertwittaya to conduct the meeting with the voting results for each agenda which were by addressing the agendas as designated in the divided into the votes of disapproval and abstention invitation letter to the meeting. There shall be no both in Thai and in English via the news system of addition of agendas or amendment of important the SET. information without a prior notice. All shareholders were given an opportunity and a full equal right to • Prepare the minutes of the Annual General Meeting make inquiry, express opinion, and give suggestions of Shareholders with the complete contents and for all agendas. summary of the voting results for each agenda which were divided into agreeing, disagreeing, and • Voting and vote counting: The Company acted in abstaining including the important discussion notes accordance with the Company’s regulations that and explanations in summary to be submitted to allow 1 share per 1 vote. In the 2020 shareholder the SET, the SEC, and government agencies within meeting, there were 2 voting categories as follows: 14 days from the date of the shareholders’ meeting, as well as publishing on the Company’s website both in Thai and in English. This was the way for
114 Annual Report 2020 the shareholders to know and be able to check the of a replacement for directors who have completed information without having to wait for the next meeting. their term, whereby all ballots were collected at the same time. Those who voted in favor as Section 2: Equal Treatment to Shareholders above were asked to keep their ballots and return them to the Company staff after the meeting. The Board of Directors was aware of the duties in taking care of the interests of all shareholders, whether they 2.2 Prevention of Misuse of Internal Information are major, minor, individual shareholders or institutional investors, Thai or foreign shareholders, to receive fair The Company has implemented measures to prevent and equitable rights and fair treatment for the maximum internal information misuse by defining internal benefits of the shareholders as follows: information usage policy in the Company’s Code of Ethics and Business Conduct handbook. Directors, 2.1 Protection of Rights of Minor Shareholders executives and employees, as well as those who have access to or are in possession of such internal 1) Allowed the minor shareholders to propose agendas information shall be responsible for the strict and nominate the persons to be elected as directors protection of the Company’s confidential information, prior to the Annual General Meeting of Shareholders especially internal information that has yet been for the fiscal year 2020 from December 3, 2019 to released to the public or the information that may February 3, 2020. The Company disseminated impact business operation or AMARIN share price, the criteria and methods on the Company’s website, or have an impact on stock exchange rate. It is as well as notifying the shareholders via the news prohibited to use an opportunity or the insider system of the SET. At that time, no shareholder information as directors, executives or employees of proposed the agenda or nominated the persons the Company for their own benefit in stock trading, knowledgeable and qualified to be the directors as well as providing internal information or disclosing to the Company in advance. any confidential information to an external party especially business competitors. An access to the 2) In determining the rights to vote at the meeting, Company’s confidential information will be restricted it would be based on the number of shares only to related directors and executives. In 2020, held by the shareholders. One share is equal committee, executives and employees strictly to one vote and no share had the privilege to complied with the aforementioned policy. There was limit the rights of other shareholders. no evidence of the company’s directors and executives engaging in stock trading by using the internal 3) In case the shareholders are inconvenient to attend information. the meeting in person, they could appoint the independent directors of the Company or another 2.3 The Company’s Securities Trading person to attend the meeting to represent their rights. The Company had notified the details The Company has implemented measures to oversee of documents and evidences required for giving the company’s securities trading as defined in the the proxy clearly which were sent together with Code of Ethics and Business Conduct handbook the power of attorney forms. banning the company’s directors and executives (according to the Securities and Exchange 4) The Company used a Barcode system for vote Commission’s definition) including their spouse and counting in each and all agendas and showed underage children, as well as the Company’s the vote result on the conference screen. The ballots employees or those who have access or are in were prepared for the shareholders in all agendas. possession of internal information to engage in Ballots from those who voted against or abstain securities trading for a period of one month before their vote were first collected for the vote an annual release of the financial statement and counting, except in Agenda no. 6 about the election five days after the public have been informed of the Amarin Printing and Publishing Public Company Limited 115 information. Every 3 months the Company shall 4) Avoid connected transactions. In case of any notify the committee and the executives about transaction regarded as connected transactions the securities blackout periods. If any committees as announced by the Stock Exchange of Thailand or executives wish to trade AMARIN, they shall and/or the Securities and Exchange Commission, inform the board of committee or designated personnel the Company shall strictly comply with regulations, who are in charge of securities trading at least 1 day guidelines, and disclosure of information regarding before the trading occurs. The Board of Directors connected transactions of listed company. has assigned the company secretary to submit a summary report of changes in securities holding 5) In case any executives and employees or their of director and executives to the Board of Directors’ family members engage in or become a stockholder meeting every quarter. In 2020, the directors and in any business that may bring personal gains executives strictly complied with the policy and there or cause a business conflict with the Company, was no securities trading during the blackout periods. they shall notify the Group Chief Executive Officer in writing. In case any committee members 2.4 Conflicts of Interest Policy or family members engage in such conduct, they shall inform the Chairperson in writing. The Company, in recognition of the importance of conflict of interest policy as it has an affect on the Section 3: The Roles of Stakeholders business, has defined the rules of conduct for directors, Group CEO, executives and employees The Board of Directors has paid recognition to the rights as follows: of all stakeholders and has defined clear principles in regards to the roles of stakeholders in the Code of Ethics 1) Directors, Group CEO, executives, and employees and Business Conduct Handbook to be distributed shall avoid conflicts between their personal to directors, executives and employees to use as a interest and the Company’s when dealing guideline in dealing with the stakeholders to ensure that business with partners and any other persons. all parties are fairly and equally treated. If it is necessary to perform any operations that may cause conflicts of interest, directors, Group 3.1 Policies and guidelines in relation CEO, executives and employees shall consider to shareholders the utmost benefit of the Company. The Company has been aware of all shareholders’ 2) Directors, Group CEO, executives and employees rights and equality and has committed to an efficient who take part in external activities or hold an business conduct within its fullest capacity to ensure external position such as directors, executives, that all shareholders receive appropriate and consultants, agents or employees in another sustainable gains. The Company has defined the organization. Such activity shall not cause a direct code of conduct as follows: or indirect conflict of interest with the Company. 1) The Company respects the rights and equality 3) In case any executive or employee is employed among the shareholders by ensuring that they as a committee, partner or consultant in any other shall be informed of the Company’s news and company, organization or business association, information that may affect their decision. The such employment shall not affect their assigned information revealed may include operation duty and shall be first approved by the Group results, financial statement and other type of CEO. Directors and Group CEO engaging in such information as regulated by the Stock Exchange action shall firstly seek an approval from the of Thailand and the Securities and Exchange Board of Directors’ meeting. Commission.
116 Annual Report 2020 2) The Company shall equally and frequently 5) Directors, Group CEO, executives and employees submit an accurate report on the current status shall cooperate with related governing agencies and the future trends to the shareholders. and report information on violations of laws and regulations to the agencies. 3) The Company has recognized the rights and equality of all shareholders during the shareholders 3.3 Policies and guidelines meeting in compliance with the announcements, in relation to customers orders and regulations announced by the Stock Exchange of Thailand and the Securities and The Company aims to build up confidence and Exchange Commission. the highest level of satisfaction among customers who are considered one of the main factors that 4) The Company shall perform duty and conduct bring the Company towards the set goals. The business with integrity and shall make careful Company has thus defined the codes of conduct decisions by maintaining fairness among as follows: shareholders. 1) The Company recognizes the importance of its 5) Directors, Group CEO, executives and employees customers and aims to build trust and highest or other related persons shall not use insider level of satisfaction among them by providing information which has not been released to the the quality of reasonably priced service and public for their personal gains that may cause pieces of work in order to form a good and conflict of interest with the Company. sustainable relationship with the customers. 3.2 Policies and guidelines in relation to 2) The Company shall provide a satisfactory employees service system that treats everyone equally without discrimination. The Company respects and follows the laws, rules and regulations and orders of related government 3) Executives and employees shall provide a complaint agencies, as well as the Company’s rules and regulations system to facilitate customers who may want which have been defined as policies as follows: to file a complaint about the Company’s service or business operations. The complaints shall 1) Directors, Group CEO, executives and employees be processed in a quick and responsive manner. shall comply with the laws, regulations and orders, as well as respecting local customs and 3.4 Policies and guidelines in relation to traditions that are related to the Company’s business. business partners and/or debtors 2) Directors, Group CEO, executives and employees The Company’s Board of Directors has policies and shall strictly follow the law and the Company’s guidelines to treat business partners in a transparent, regulations. equal and fair manner. Also, the Company has strictly adhered to agreements it has made with others with 3) Directors, Group CEO, executives and employees the biggest emphasis on the Company’s best interests shall comply with the regulations of the Securities and fair remuneration for all parties to agreements. and Exchange Commission and the Stock Exchange The guidelines governing the Company’s treatment of Thailand or other related government agencies. of its business partners are as follows: 4) Directors, Group CEO, executives and employees shall perform their duty with integrity for the Company’s legitimate interest. They shall abstain from assisting,supporting or encouraging an avoidance of legal compliance. Amarin Printing and Publishing Public Company Limited 117 1) The Company reviews and prepares clear and 8) The Company shall not conduct any transaction fair service/product procurement rules/process. with business partners that have flouted laws, Business partners are selected through public order and morality. a transparent and well-established system based on the Company’s procurement regulations 9) The Company shall listen to the opinions, and procedures. Considered as business complaints, and recommendations of business partners are those with credible profile, good partners and relevant parties for use in work- business operations, solid financial position, efficiency improvement. experiences, expertise, and reputation. The Company’s business partners must have 3.5 Policies and guidelines in relation to been well recognized among entrepreneurs business competitors in the same business or industry. Also, they must have no record of being blacklisted on grounds of The Company has implemented policies concerning corruption or work abandonment either within the business competition and competitors that strictly public sector or the private sector. In addition, comply with the related laws and regulations and the Company’s business partners must deliver has defined the code of conduct as follows: satisfactory products/services with consistency in regards to quality, prices, service and delivery. 1) Act in compliance with the laws and good moral principles. 2) The Company considers a reasonable and fair price in relation to product/service quality. 2) Do not defame competitors or acquire competitors’ Also, it prepares agreements that are appropriate confidential information for the benefit of the for both sides and strictly complies with those Company via unlawful or inappropriate means. agreements for the purpose of preventing corruption/misconduct in procurement process. 3) Executives and employees shall abstain from taking any action that may infringe intellectual 3) The Company strictly honors agreements and property of others or competitors. trade criteria agreed upon. In an event that the Company finds it impossible to do so, it shall 4) The Company shall provide accurate and factual immediately notify its business partners to explore information about the quality and nature of service solutions together. and goods in press conferences or public relation advertising. 4) The Company pays business partners correctly and on time. 5) Do not engage in any contract or agreement that may unreasonably diminish or eliminate 5) The Company shall not demand any gift, asset, business competition. sponsorship or any form of benefits from business partners, either directly or indirectly. 3.6 Policies and guidelines in relation to society, community development and environment 6) The Company shall refrain from buying products/ services that business partners have produced The Company has devoted attention to society, through violations of human rights or intellectual community and environment and has committed property rights. to business operations that are beneficial towards the society, community and environment as well as 7) The Company shall not disclose business instilling in every employee an idea of good citizenship partners’ information to others except when by contributing to the society, community and business partners have agreed to the disclosure environment. The Company has thus defined the or when the disclosure is required for an code of conduct as follows: explanation or legal proceeding.
118 Annual Report 2020 1) Directors, executives and employees shall of such resources as part of the Company’s behave as a good citizen by strictly following business operations. Throughout its past operations, the laws and/or the regulations issued by related the Company has continuously provided trainings governing agencies and continually cooperating and campaigns to create energy-saving awareness with the government. and guidelines for an efficient use of resources including electricity, water, paper and other 2) Directors, executives and employees shall non-recyclable resources. support and create a good society in relation to an improvement of the quality of life, energy 3.8 Policies and guidelines in relation to saving, and environmental conservation for the infringement of human rights prosperous progress of the whole society. The Board of Directors has recognized the 3) Directors, executives and employees shall prevent importance and held as a principle policy in the Company’s business operations from conducting the business towards sustainability by causing damage to the quality of life in the respecting human rights and dignity of all employees. community, society and environment. This serves as a foundation for quality and valuable business operations. 4) Directors, executives and employees shall continually and committedly build social 3.9 Policy and guidelines in relation to responsibility consciousness among employees intellectual property infringement at every level. The Board of Directors has recognized the importance In 2020, Amarin directors, executives and employees of encouraging a strict practice in accordance organized several activities and projects to develop with rights in property, intellectual property, the community and give back to the society. Details copyrights, licenses and moral rights by defining of the project can be found under the article on the guidelines as follows: “Corporate Social Responsibility”. 1) Encourage executives and employees to use the Recognizing the importance of the environment and Company’s resources and properties efficiently to energy, the Company has inculcated green mind and boost up competitiveness and customer service energy efficiency concept in its staff both directly and quality. The Company also encourages the use of indirectly. Training on environmental management copyrighted products and services and opposes and energy usage has been provided. In 2020, to the use of any product or any action that may executives and staff of the Company for example, infringe intellectual property. were trained about how to safely handle chemicals at workplaces. Training was given to new employees 2) Illegal software usage is considered an infringement while old employees got refresher training once a month. of intellectual property and a serious crime. In 2020, the Company trained a total of 127 employees. The Company has recognized an importance of Given to staff involved in packaging production/print data security protection against viral attacks or production and factory engineers, the training intruders as well as information leakage. The presented basic chemical knowledge and guideline Company has installed a protection system on response to a chemical leak with aim to uphold such as Firewalls to control an access to data efficiency and safety of both employees and society. and computers. Anti-virus programs have been installed on all PC throughout the network 3.7 Promotion of Effective and there is a clear segmentation between the Utilization of Resources network systems. The Company also has a data backup and recovery system and a Disaster The Board of Directors has also recognized of the Recovery Plan (DRP) as well as an emergency value of resources thus encouraging an efficient use drill every year.
Amarin Printing and Publishing Public Company Limited 119 Section 4: Information Disclosure in compliance with accounting standards to support and Transparency investors’ decision, has prepared the accountability report of the Board of Directors for financial statements The Board of Directors has recognized the importance along with the Auditor’s Report in the annual report. of a complete and accurate disclosure of data and In 2020, the Company’s financial statement was information including financial statements and other accepted without conditions by the auditor and the important general information about the business and Company had submitted the audited financial the operation results. The disclose information should statement to the Stock Exchange of Thailand and be sufficiently, frequently, timely and equally distributed the Office of the Securities and Exchange Commission among investors and stakeholders to ensure that they on time and there was no correction required as in receive reliable and sufficient information for their the article on “Accountability Report of the Board decision making. The disclosed information includes of Directors for Financial Statements”. the following: 4.6 Roles and duties of the Board of Directors and the 4.1 Corporate Governance Policy The Company has Subcommittees The role and duties of the Board of prepared and disclosed information including the Directors and the subcommittees, as well as the corporate governance policy, the Code of Ethics total number of meetings and the attendance of and Business Conduct Handbook, the code of each director in the past year are disclosed under ethics in investor relations, the Company’s the article on “Management Structure” and regulations, memorandum, charters of the Company’s “Corporate Governance” about the subcommittees. subcommittees, details of the Company secretary and accounting and financial executives as well as 4.7 Shareholding of the Directors and Executives Chief Financial Officer on the Company’s website. The information about shareholding and any changes in the Company’s securities directly or indirectly 4.2 Social and Environment Care Policy The Company held by the directors and executives are disclosed has defined the mission and policy governing the in the Annual Registration Statement (form 56-1) business’s social and environment responsibility. and the annual report (form 56-2). More details can The detail of this policy can be found under the be found in the article on “Management Structure” article on “Corporate Social and Environment about the directors and executives’ shareholding. Responsibility”. 4.3 Risk Management Policy The Company has 4.8 Remuneration of the Directors and Executives The appointed the Sustainability and Risk Management remuneration payment policy including the methods, Committee to oversee the Company’s risk management forms, amount and rates of payment is disclosed system to ensure its efficiency and coverage as in the article on “Management Structure” about the well as to define the risk management policy as remuneration for the directors, executives and the found in details under the article on “Risk Factors”. Group Chief Executive Officer. 4.4 Shareholding structure data reveals the list of 4.9 Report of Interest Policy The Board’s policy requires shareholders holding more than 0.5% of the Company’s all directors and executives to notify the Company shares each as of the closing date of shareholders’ of their own or their related persons’ interest within register book for annual general meeting. The list 3 months from the nomination date or from the date is posted on the Company’s website. that the change occurs. The Company secretary shall submit a copy of report of interest to the 4.5 Accountability Report of the Board of Directors for Chairperson and the Chairman of the Internal Auditor Financial Statements The Board of Directors, Committee within 7 days from the submission date recognizing the importance of the preparation of the report. In 2020, the directors and executives of financial statements with accuracy and reliability strictly complied with the policy.
120 Annual Report 2020 4.10 Development of Directors and Executives The informed persons can use such information to information on directors and executives development support their investment decision which, in turn, and training are disclosed in details in the article will have an impact on the Company’s intrinsic value, on “Management Structure” about staff. as well as its management of relations with investors, analysts, shareholders and general public, etc. 4.11 Related Transactions The Board of Directors has The investor relations unit works closely with defined a policy requiring the Company to comply top-level executives to define the policies and with the Securities and Exchange Commission quarterly and annual plans as well as setting the announcements. In case of important related operation guidelines and investor relations transactions, the Company shall seek approval from development. Investors and related party can the Board of Directors and submit the report to the contact the unit at telephone no. 0-2422-9999 ext. Internal Auditing Committee for consideration in case 4634, 4635 or E-mail: [email protected]. In addition, there is any conflicted opinion before submitting the Company has issued press releases on key the reviewed report to the Board of Directors for investment/business activities and posted them on an agreement and/ or approval. After that, the www.amarin.co.th/investor. Company shall notify the Stock Exchange Market of Thailand. More details can be found in the article Section 5: on “Related Transactions”. Responsibilities of the Board of Directors 4.12 Quarterly Report on Operation Results Management The Board of Directors has been appointed to oversee Discussion and Analysis (MD&A) reports are prepared the business operations in accordance with the corporate quarterly and annually to give details of operation governance policy for the utmost benefit of the Company and financial results as well as an analysis of and shareholders, in compliance with the laws, policies, information. The report shall also provide explanation objectives, regulations and the shareholders’ meeting of factors that cause changes in operation results in consensus with accountability, care and integrity in the order to supply shareholders and investors with same manner that a conscionable person may act under accurate and sufficient information for their decision similar circumstances, subject to commercial bargaining making. power and without any influence to their status as director. The Board of Directors comprises 5 or more 4.13 Whistleblowing Policy The Company allows staff and members who may serve a 3-year term. As of December stakeholders to make whistleblowing report on any 31, 2020, there were 12 members on the Board of suspicious incidents or behaviors related to misconduct, Directors as follows: or any case where staff or stakeholders believe or suspect that there might be illegal misconduct • 2 executive directors (16.67% of total number of which may cause problems or damage to the directors) Company. In addition, the Company also accepts complaints in case of violation of rights of staff and • 6 non-executive directors (50.00% of total number stakeholders or unfair treatment. The whistleblowing of directors) report can be done through specified channels by following the procedure as in the article on • 4 independent directors (33.33% of total number “Whistleblowing Policy”. of directors) in accordance with the regulations concerning the proportion of independent directors 4.14 Investor Relations The Company has set up an investor that requires a number of independent directors, relations unit for an instant inquiry response and at least one third of the total and not less than 3, a fair disclosure of the Company’s information. The in a listed company. disclosed information must be accurate, transparent, complete, and timely, especially important information that may affect the Company’s share price. The
Amarin Printing and Publishing Public Company Limited 121 5.1 Corporate Governance and 5.2 Vision, commitment and strategic planning business ethics policies In 2020, the Board of Directors revised and approved The Board of Directors has endeavored to conduct the Company’s vision, commitment and strategic the business with transparency, integrity, and planning (2021 - 2023) to steer executives and responsibility to stakeholders, society and environment employees toward the same business goal. Each as well as avoiding any activities that may infringe year the strategic plans shall be constantly revised. intellectual property or human rights. The Company After that, the directors will monitor to ensure that has thus implemented undiscriminating policies the management continuously implements and and ensured that employees have the rights to follows the Company’s strategic directions. The personal safety in a safe, clean and hygienic workplace management is required to communicate the without harassment in any forms. This is in line with policies, goals and directions to employees at all the management of compensation, other remuneration levels as well as to submit reports on the implementation and employment conditions with justice and of the strategic plans and revision suggestions, sincerity. There is banning of child labors, forced if any, during the monthly meeting of the executive labors, the use of discipline for physical punishment, directors and the quarterly meeting of the Board of threat, violence, and physical, mental or verbal Directors. abuses. The above policy has been recorded in the Company’s Ethical Business Conduct handbook. 5.3 Board diversity policy Later on, The Board of Directors revised the handbook and granted an approval for an amendment as The Company has recognized the benefits of proposed by the Corporate Governance Committee, diversity of the boards and regarded this as one of then the new handbook has been published and the important factors that contributes to the distributed to directors, executives and employees efficiency of the Board’s decision making. The diversity of the Company and subsidiaries for their information does not apply only in terms of gender, but also and ratification that they will strictly act in compliance age, background history, education background, with the policies which are regarded as part of the work experiences, skills and knowledge, and Company’s regulations. The Company has also expertise. The selection and nomination of the defined that it is a supervisor’s duty to inform their boards are based on the background knowledge staff about the business ethics principles to and the benefits of diversity will be considered one ensure that every employee has knowledge and of the main criteria. understanding toward the Corporate Governance and Business Ethics policies. In addition, the Board 5.4 Board of Directors selection of Directors has also provided channels for process and criteria whistleblowing or complaint filing in case there is any suspicious unethical business conduct and any The nominated member shall go through transparent illegal actions including corruption and unfair treatment selection process as follows: from internal and external parties. The Board has also overseen to ensure that there is an appropriate complaint procedure system as well as measures for the protection of informers. This is considered an evidence of the Company’s corporate governance and transparency in business operations that take the interest of the shareholders, customers, staff, and all stakeholders into consideration.
122 Annual Report 2020 Selection Process Description Criteria The Nomination and Remuneration Committee defines the qualification for members of the Board of Directors to determine whether the Board still lacks any expertise or diversity in regards to experience, knowledge and independency. Recruitment The candidate for a new Board member shall be recruited from: 1. Existing Board members’ reference 2. Minor shareholders’ nomination 3. Director pool of the Thai Institute of Directors Selection The Nomination and Remuneration Committee shall interview and evaluate the qualification of the candidate using Board Skill Matrix as a selection tool. Nomination The Nomination and Remuneration shall select the fully qualified persons and acquire a consensus to submit the list of qualified persons for consideration of the Board of Directors to be presented at the Shareholders’ meeting. Re-nomination The Nomination and Remuneration Committee shall consider factors including work performance as well as attendance and participation in meetings and other activities of the Board member.
At present, the Board of Directors consists of members businesses, etc., in support of the Board’s operations with diverse qualifications in regards to knowledge and efficiency. and expertise, experiences and specialization in different fields including business administration, 5.6 Division of roles and duties of management, investment administration, finance, the Board of Directors laws, accounting, strategic planning, economics, and IT. The Company requires such diversity to The Company has marked a clear division of roles ensure that the Board of Directors will be able to and duties between the Board of Directors and the efficiently and proficiently define strategies and Group Chief Executive Officer. The roles and duties policies as well as to oversee and monitor to ensure of the Board of Directors include overseeing and an operation in line with the Company’s business steering the management toward the goals and directions. directions that will benefit all stakeholders by abstaining from seeking personal gains or for any 5.5 Orientation of new directors person and withholding from taking any action that may cause conflicts of interest with the Company The Company’s Board of Directors has arranged and subsidiaries. The Board of Directors shall uphold orientation for every of its new directors so as to ethical principles and perform their duties with sense ensure that the new members are aware of the of responsibility, great care and integrity. In addition, Company’s expectations in regards to their roles, the Board shall oversee the business operations to duty and responsibility, and also of the Company’s ensure compliance with the Company’s objectives policies and guidelines on corporate governance. and regulations, the Board’s consensus and the The orientation also aims at educating the new shareholders’ meeting consensus, and the laws and directors of the Company’s nature of business and regulations of the Stock Exchange of Thailand and operations for the purpose of preparing them well The Office of the Securities and Exchange Commission. for their duty. Furthermore, the Company has the The Group Chief Executive Officer acts as the leader policy to promote new knowledge among all its of the executives in managing and overseeing the directors in regards to corporate governance, business operations in relation to general industry overview, and technology/innovation administration and as the highest executive position
Amarin Printing and Publishing Public Company Limited 123 in the management division. The roles and duties of of the Board of Directors. To monitor the progress the Group Chief Executive Officer include operating in comparison with the budget and operation plans and/or managing daily activities of the Company and submit regular progress reports to the Board in accordance with the guidelines set by the Board of Directors. of Directors and the Executive Board, and overseeing transactions related to the Company’s regular 2. To administer and oversee the Company’s business operations. in accordance with the policies and approved operation plans. 5.7 Aggregation or segregation of positions The Board of Directors plays an important part in 3. To search for new business opportunities in line overseeing the business operations for the utmost with the Company’s vision and strategic directions. interest of the Company and shareholders. Therefore, to maintain the balance of power in the business 4. To perform any action as assigned by the consensus operations, the Company has segregated the of the Board of Directors’ meeting or the shareholders’ positions of the Chairperson, Chairman of the Executive meeting. Committee, and the Group Chief Executive Officer from each other and has defined the power and The Power and duty of the Group Chief Executive Officer duty of each position as follows: 1. To set the policies, business strategies, and annual The power and duty of the Chairperson operation and budget plans of the Company and subsidiaries for the Board of Directors’ approval. 1. To call for a meeting of the Board of Directors and act as the chairperson of the meeting. In case 2. To oversee the operations to ensure compliance with the votes are equal, the chairman of the meeting the policies, business strategies and annual shall vote additionally as a casting vote. operation and budget plans of the Company and subsidiaries as approved by the Board. 2. To set the agendas for the Board of Directors’ meeting by consulting with the Company Secretary 3. To submit reports on the operation results as well to ensure inclusion of important issues. as annual, monthly and quarterly reports of performance of the Company and subsidiaries in 3. To chair the Board of Directors’ meetings by comparison with the operation and budget plans following the agendas, related laws and corporate to the Board for their consideration and suggestion. governance, as well as to manage time wisely and to encourage all directors to participate in the 4. To authorize the Company’s expense with a limit discussion with good judgment and freedom of opinion. of Baht 3 million per time within the annual budget as approved by the Board of Directors. 4. To monitor the performance of the directors for efficiency and achievement of the organization goals. 5. To authorize an amendment, change, rearrangement of the organizational structure for division level 5. To build up a good relation between the Board of and below. Directors and the management division. 6. To perform any other action as assigned by the The power and duty of Chairman of the Executive Committee consensus of the Board’s meeting and/or the meeting of the shareholders of the Company and 1. To determine and prepare the Company’s vision, subsidiaries in compliance with the Company’s commitment, strategies, budget planning, and the objectives and regulations and other related laws. annual key performance indexes for an approval
124 Annual Report 2020 Policy on Executives’, Directors’, Senior Executives’, the Company shall send an invitation letter with and the Group Chief Executive Officer’s Work as agendas and supporting documents to the board Directors/Executives of Other Companies at least 7 days in advance to give the members sufficient time to study the supporting documents The Group Chief Executive Officer of the Company is before the meeting. Each meeting may take approximately required to notify the Company’s Board of Directors of 1-3 hours. Each committee has opportunities to reasons and details related to the company (companies) engage in discussion with freedom of opinion. The where he intends to hold a position of a director, a senior chairperson shall summarize the opinion expressed executive, or any other and that is (are) not a subsidiary and the main points from the meeting. In case any or an affiliate of the Company, in events that the said member significantly becomes a person of interest work is not related to the affairs of Amarin Group, to in any particular agenda, the person is required seek an approval prior to taking the said position. For to leave the meeting and abstains from voting. the best interest of the Company in regards to its Group Every meeting’s minute shall be recorded in print Chief Executive Officer’s ability to devote his time to and the draft shall be submitted to the Board’s carrying out his duty as its highest-ranked executive with consideration. A copy of minute shall be certified efficiency, its Group Chief Executive Officer is barred for accuracy in the next meeting by the chairperson from serving as the chief executive officer, managing and the company’s secretary. The meeting’s minute director or equivalent of another legal entity that is neither and supporting documents shall be stored both the Company’s subsidiary or affiliate. as hard copies and electronic files for reference of the Board and related parties. In 2020, a total Regarding executives of the Company and its subsidiaries, of six meetings of the Board of Directors were held. they must notify the Company’s Group Chief Executive Also, there was one meeting of non-executive directors Officer of reasons and details related to the company for the Board of Directors to formulate policies on (companies) where they intend to hold a position of a August 14, 2020. Only non-executive directors director, a senior executive, or any other and that is were present at the meeting to discuss management (are) not a subsidiary or an affiliate of the Company, in issues, without the presence of executive directors events that the said work is not related to the affairs of or any member of the management. The Company Amarin Group, to seek an approval prior to taking the also requires that the Audit Committee has a meeting said position. The Company’s Group Chief Executive with the auditor at least once a year without the Officer is required to report to the Board of Directors presence of the management. These measures are of any position an executive holds in other businesses. designed to ensure that the directors of the Board are independent from the management, represent The Company’s secretary shall disclose information on its shareholders, and serve well in the check-and Group Chief Executive Officer’s and high-level executives’ balance system. executive/director positions in other companies in the Annual Registration Statement (Form 56-1) and Annual Reports. The Charter of the Company’s Board of Directors stipulates that at least two thirds of the Company’s 5.8 The Board of Directors’ meeting directors with voting rights on an agenda must be present for a resolution to be passed at the board’s The Company has formally scheduled the dates meetings. for the Board of Directors’ meeting for a whole year in advance and has notified the Board’s members 5.9 The authoritative power of the Board of the scheduled dates. The meeting shall be held of Directors at least once in every quarter. In case of urgency, an additional meeting shall be held as deemed The Board of Directors has the authoritative power appropriate to enable the Board’s members to as follows: perform their duties with efficiency. For a meeting,
Amarin Printing and Publishing Public Company Limited 125 1. To set the Company’s vision, commitment, and 8. To oversee the Company’s business operations to strategic goals and to arrange appropriate revisions ensure the financial security and the smooth of the goals in response to the changing situations. continuation of the business operations. 2. To monitor and oversee for the purpose of progress 9. To oversee and arrange the preparation and disclosure reports to ensure that the operation results are in of accurate and complete financial information in accordance with the strategic goals and indicators a timely manner and reflecting the operation results within the budget approved by the Board of as well as financial status in accordance with Directors as well as to define the policy for accounting standards regulated by the accounting development of international competitiveness. laws as well as to accurately and completely disclose other important information in accordance with 3. To regulate the corporate governance and business related regulations and practices. ethics policies including treatment of stakeholders, anti-fraud and corruptions, money laundering 10. To determine the governing framework and prevention, prevention and management of conflict mechanism for the subsidiary and associate of interest, protection of internal information, companies. The Board of Directors shall select protection of confidential information, and whistleblowing suitable representatives to be members of the Board and complaints procedure. To perform a revision of of the subsidiary and associate companies. the corporate governance and business ethics policies every year. 11. To define transparent and clear criteria and procedure for the nomination of the Group Chief Executive 4. To provide an appropriate and sufficient internal Officer and executives and to determine the control system and monitor the efficiency of such remuneration and annual assessment as well as to system in compliance with standards of recognition arrange the procedure for a replacement or succession such as the Committee of Sponsoring Organizations planning of the Group Chief Executive Officer and (COSO). To provide a disclosure of information on executives every year. the internal control and the review reports in the Company’s Annual Report. 5.10 The Board of Directors’ report 5. To provide a risk management policy and a suitable The responsibilities of the Board of Directors risk management framework and regularly monitor shall include the preparation of the financial report the efficiency of risk management. The sufficiency of the Company and the subsidiaries and other of the risk management system shall be disclosed financial information system as appeared in the in the Annual Report. Annual Report. The Board has assigned the Internal Audit Committee to prepare the financial report of 6. To define a framework for information technology the Company and its subsidiaries in accordance management policy and security and safety measure with the generally accepted accounting principles in compliance with recognizable industrial in Thailand and appropriate accounting policies. standards. Also, to perform monitoring, revision and In addition, the Board shall include an accountability improvement as appropriate. report of the Board of Directors for financial statements, along with the Internal Audit committee’s and the 7. To promote creation and appropriate application auditor’s reports. of innovation and technology to ensure efficiency of business operations and use of resources for the 5.11 Self-evaluation of the Board of Directors shared interest of Amarin Group of Companies, business partners, related parties and the society. The Board of Directors shall approve the assessment report forms to be used for self-evaluation of the
126 Annual Report 2020 whole Board, every subcommittee, and every performance assessment to ensure the good individual director. The board shall arrange an corporate governance as regulated by the Stock annual self assessment to consider and review their Exchange of Thailand. The Board’s remuneration performance and identify obstacles as well as shall be in accordance with the approval of the preparing the assessment summary report for the shareholders’ meeting. The details of the remuneration whole board and every subcommittee and individual for the Board of Directors and executives in 2019 report for performance improvement as in the are disclosed in the “Management Structure” self-assessment topic of “Management Structure” section under the topic of compensation for the section. Board of Directors and executives. 5.12 Prevention of conflict of interest 5.14 Policy on Group Chief Executive Officer’s remuneration The Board of Directors shall determine the policy prohibiting directors and employees to use their The Company’s Board of Directors has required position in acquisition of personal gains as regulated that the Group Chief Executive Officer’s performance in the Ethical Business Conduct handbook which be evaluated at the end of each year, with the states the rules of practice for directors, executives Nomination and Remuneration Committee in charge and employees that they should avoid any transaction of the evaluation and proposing the Group Chief that may cause the conflict of interest with the Executive Officer’s remuneration to the Board for Company. In case any of securities transaction shall consideration and approval. The evaluation results occur in the interest of the Company, the Board are considered confidential and cannot be disclosed. has dictated that it shall be in accordance with the Evaluation criteria are in place to determine the criteria of the Stock Exchange of Thailand, with the remuneration of the Group Chief Executive Officer, same price and condition as the transaction done covering both short-term and long-term benefits with external party. The directors or employees who that can be summarized as follows: gain interest from such transaction shall not take part in the consideration and approval process. In case Short-Term Benefits there is any related transaction under the announcement of the Stock Exchange of Thailand, it must be Remuneration is given in the forms of salary and strictly done in accordance with the rules, methods bonus, which are calculated based on performance: and disclosure of related transaction for a listed company. Part 1: Evaluation is conducted based on the organizational performance. 5.13 Board of Directors and executives compensation policy Part 2: Evaluation is conducted based on leadership (team-building, communications, result-based The Board of Directors assigns the Nomination and approach, and change management). Remuneration Committee to consider and determine the compensation for the Board, the subcommittees Long-Term Benefits and executives to increase motivation and to attract directors whose quality is needed by the Company The Company makes monthly financial contributions to ensure advantages over others in the same to the Group Chief Executive Officer’s account in industry. The directors who have been assigned with the provident fund. more responsibilities should be entitled to an increase in compensation. The executive directors and the executive division shall receive the remuneration in line with the Company’s operation results and their
Amarin Printing and Publishing Public Company Limited 127 Ethical Business Conduct 1. The board of directors should clearly state a policy that independent directors should The Company aims for business operations with not be served on the Board beyond nine transparency, integrity, ethics and responsibility toward years from the date of their first appointment. stakeholders, society and environment and avoids any activity that may infringe intellectual property or violate Explanation The Board of Directors has held back human rights by regulating an indiscriminating policy and the policy restricting the number of years for taking necessary actions to guarantee that employees independent directors’ serving terms because the have the rights to personal safety in a safe, clean and Company has taken into consideration the knowledge, hygienic workplace without any form of harassment abilities and experiences of each independent and threat. The Company has operated with the rule of director which shall benefit all stakeholders and justice and sincerity in regards to remuneration, incentives contribute to the growth of the Company. The Company and other terms of employment including prohibiting has also considered the overall performance and child labor or forced labor as well as banning physical the performance assessment result of each disciplinary punishment, threat, violence, and physical, independent director throughout their serving term. mental or verbal abuse. The above policy has been All independent directors have proved that they have implemented as the standard of practice in the code of maintained their independency without any conflict ethics and business conduct handbook for reference of interest and/or significant gain or loss of benefits and convenience of directors, executives and employees with the Company. Throughout, there have been no of Amarin Group who shall be informed of the practical stakeholders or governing agencies filing complaints guidelines, along with the Company’s rules and or claims about the disqualification of independent regulations. It is also regulated that all directors, executives directors. and employees shall be informed, understand and strictly act in compliance with the policies and procedures 2. The Board should set a limit of five board regulated in the business ethics handbook. The supervisors seats in publicly listed companies, which an at all levels shall act as a good example and encourage individual director can hold simultaneously. the subordinates to comply with the regulated procedure as well as handling employees’ complaints in regards Explanation The Board of Directors has held back to negligence of the code of conduct and other the regulation of the policy limiting the number of wrongdoings with care and confidentiality to protect the board seats in public-listed companies because rights of the accused and the whistleblowers. the Board has considered the Nomination and Remuneration Committee has taken into consideration Negligence of the Corporate Governance Code the selection criteria for directors including knowledge, abilities, expertise, work experiences, personal The Stock Exchange of Thailand has promoted and background without prohibited qualification, encouraged listed companies in Thailand to recognize independency, and ability to fully dedicate themselves the benefits of business operations with good corporate to the Company. The Board of Directors has considered governance by introducing the “Corporate Governance that holding more than five board seats will not Code for Listed Companies 2012” prepared by the significantly affect the directors’ performance as long Stock Exchange of Thailand to move towards the as the Company has a clear and appropriate selection international standard of corporate governance. The criterion for directors. code shall be adjusted and applied to suit a company’s situation or the company shall identify issues obstructing Whistleblowing policy and practices in accordance with the code. In 2020, the protection of whistleblowers Company complied with the corporate governance code, with an exception of certain cases as follows: The Company has provided both internal and external channels for whistleblowing and complaints filing, as well as providing an appropriate complaints procedure and whistleblower protection measures as follows:
128 Annual Report 2020 1. Whistleblowing 3. Protection of whistleblowers The Company has provided channels for whistleblowing To protect whistleblowers/complainants, the Company report on any suspicious incidents or behaviors shall keep confidential the name, address, photograph related to misconduct, or any case where it is or any information of whistleblower/complainant. believed or suspected that there might be misconduct Set up protection measure in the event that such in relation to corporate governance and business person may be unsafe or affected by vexation as well ethics as follows: as provide mitigation with appropriate and fair process.
• Contact the Chairman of the Corporate Governance In case of finding that any employee acts against Committee the ethical business conduct and Anti-corruption Policy, such employee shall be undergoing Mail: Chairman of the Corporate Governance disciplinary punishment in accordance with the Committee, Amarin Printing & Publishing Public Company’s regulations or related laws. In 2020, the Company Limited 378 Chaiyaphruk Road, Taling Chan, Company did not receive any complaints. Bangkok 10170 Anti-Corruption Policy E-mail: [email protected] The Board of Directors has committed to business Telephone: 0-2422-9999 ext. 4671 during office hours operations with transparency in accordance with regulated laws, code of ethics and corporate governance policy • Contact the Company Secretary guidelines as well as to act against corruptions which the Company regarded as a crime, legally and morally. Mail: Company Secretary, Amarin Printing & Publishing Therefore, the Company has set policy and guidelines Public Company Limited 378 Chaiyaphruk Road, to prevent any form of corruption. In 2018, the Company Taling Chan, Bangkok 10170 also signed a letter of intent for participation in the Thailand’s Private Sector Collective Action Coalition E-mail: [email protected] Against Corruption (CAC). Telephone: 0-2422-9999 ext. 4602 during office hours Management Structure Published on the Company’s website (www.amarin. The Company’s management structure comprises the co.th) including the Annual Registration Statement Board of Directors and 5 subcommittees including the (form 56-1), the Annual Report and the Code of Board of Executive Directors, the Audit Committee, the Ethics and Business Conduct Handbook. Nomination and Remuneration Committee, the Corporate Governance Committee, and the Sustainability and Risk 2. Complaints Procedure Management Committee. Upon receipt of complaint, the Company shall verify, evaluate and investigate information, and The Board of Directors then, stipulate measure to alleviate damage to those affected. The Company takes into account damage As of December 31, 2020, the Board of Directors in overall, thus, the Company shall assign relevant had 12 members including 10 non-executive members officer who is responsible for such matter to follow up and other 2 executive directors. 4 were independent on progress and report result to the receiver of directors or more than one third in the Board of whistleblowing/complaint including whistleblower/ Directors. The information on non-executive directors, complainant. Such result will also be reported to independent directors and executive directors were Group Chief Executive Officer, the Executive disclosed in the topic on “Information about the Committee, the Audit Committee and the Board of Directors”. Directors as appropriate.
Amarin Printing and Publishing Public Company Limited 129 Scope of Power and Duty of the Board of Directors Name Position The Board of Directors shall carry out its work with Mr. Thapana Chairman of the responsibility and caution towards the shareholders Sirivadhanabhakdi Executive Committee in respect to business conduct as well as to oversee Mr. Nararat Limnararat Vice Chairman of the and supervise the management’s execution to meet Executive Committee the strategic goals and direction for the highest interest of the shareholders. The Board shall take Mr. Khumpol Poonsonee Member of the the interest of all stakeholders into consideration, Executive Committee as well as performing in compliance with the Company’s Mr. Kamolnai Chaixanien Member of the objectives and regulations, the Board’s meeting Executive Committee and the shareholders’ meeting with the exception of some issues that require the consensus of the Mrs. Rarin Member of the shareholders’ meetings as regulated by the laws. Utakapan Punjarungroj Executive Committee The Board shall also oversee to ensure business Mr. Cheewapat Nathalang Member of the operations with integrity, careful protection of the Executive Committee Company’s interest and accountability towards the present and long-term benefit of shareholders in Mr. Siri Bunpitukgate Member of the compliance with the rules and regulations of the Executive Committee Stock Exchange of Thailand and the Office of the Mr. Jeremiah Pitakwong Member of the Securities and Exchange Commission. The Board of Executive Committee Directors may authorize one or several directors or any other person to act on the Board’s behalf and Note: In 2020, twelve meetings of the Board of Executive Directors such authorization shall be subject to cancellation were held with Mr. Siri Bunpitukgate acting as the secretary and change by the Board at any time. The Board of of the Board of the Executive Committee. Directors also has the power to designate and make change to the authorized signatory and appoint the Scope of Power, Duty and Responsibilities of the subcommittee. However, the Board of Directors may Executive Committee authorize the power to the Executive Board to operate 1. To define the Company’s investment strategy in within their power and duty. Such authorization shall new businesses. not be exercised nor transferred to allow the authorized person to approve any transaction from which he/she 2. To propose business goals, business plan, and or other person may have a conflict of interest annual budget plan of the Company for its Board (as regulated by the Office of the Securities and of Directors to approve. Exchange Commission) with the Company or 3. To monitor the Company’s operation to ensure its subsidiaries in an exception of an approval of compliance of corporate policy. transaction in accordance with policies and guidelines already defined and approved by the Board of Directors. 4. To ensure that risk management policies and procedures are established. The Executive Committee 5. To make sure that a policy, process and system for effective internal control is adopted. The Board of Directors has approved the nomination of the Executive Committee comprising 8 members as 6. To report the Company’s key operating results, follows: management performance and that of the Executive Directors and management supervision to the Board of Directors. 7. To determine remuneration for the Company’s employees. 130 Annual Report 2020 8. To consider the Company’s operating results and institutes, business partners and stakeholders. Also, dividend payment proposal, this will then be submitted the Audit Committee has the duty to oversee the to shareholders’ meeting for approval. internal audit efficiency of the Company and its subsidiaries for the purpose of creating assurances The Audit Committee that all operations proceed efficiently and fully comply with laws, regulations and requirements set The Board of Directors has approved the nomination by regulatory bodies, and ethical standards. The of the Audit Committee by selecting the committee Audit Committee’s scope of duty and responsibility members from the members of Board of Directors are as follows: who possess the qualification as regulated by the Capital Market Commission. There shall be at least 3 1. To audit financial statements of the Company and members on the committee and at least one must its subsidiaries so as to ensure accuracy, reliability have knowledge in accounting and finance. Presently, and adequate disclosure of information. the Company’s Audit Committee comprises 3 members, all of whom are independent directors, as follows: 2. To review and ensure the Company’s and its subsidiaries’ compliance with laws on securities and Name Position the Stock Exchange of Thailand, regulations issued by regulatory bodies, and laws related to the Assoc.Prof. Dr. Somchai Chairman of the Audit Company’s businesses. Phagaphasvivat Committee Prof. Dr. Nantawat Member of the Audit 3. To examine related transactions, transactions that Boramanand Committee may involve conflict of interest, the acquisition or sale of the Company’s or its subsidiaries’ assets Mr. Suwit Chindasanguan Member of the Audit so as to ensure compliance with laws and the Stock Committee Exchange of Thailand’s rules and ensure that those transactions are reasonable, transparent and done Note: The Audit Committee has a three-year term from the date in the best interest of the Company. of nomination or until the completion of their term as directors. Mr. Samart Pochjanapanichakul, the senior manager of the 4. To conduct audits for the purpose of ensuring that Internal Audit Unit, acted as the secretary of the Audit Committee. the Company and its subsidiaries have appropriate However, Assoc.Prof. Dr.Somchai Phagaphasvivat and Mr. Suwit and efficient internal audit systems, to check the Chindasanguan have knowledge of accounting and finance. independence of internal audit units, to give advice on budget and workforce, and to approve In 2020, five meetings of the Audit Committee were appointments, transfers, annual performance held and the Committee attended one meeting with evaluations, and employment termination of heads the auditor without the presence of the management of internal audit units. department. 5. To select, appoint and dismiss independent persons Scope of Power, Duty and Responsibilities of as the auditors of the Company and its subsidiaries, the Audit Committee to propose their remuneration, and to attend a meeting with auditors at least once a year without The Audit Committee has the duty to help the Board the presence of the Management. of Directors with the supervision over financial reports to ensure their accuracy, appropriateness, 6. To review and ensure that the Company and its reliability, adequate information disclosure and subsidiaries have risk assessment system and risk compliance with the standards and regulations set management system that is adequate, appropriate by regulatory bodies. Such reports allow the Company and efficient. to win confidence and trust from investors, financial
Amarin Printing and Publishing Public Company Limited 131 7. To compile the Audit Committee’s report, this is 3. Not by blood or legally registered with other directors, signed by the chair of the Audit Committee and executives, major shareholders, controlling parties, disclosed in the Company’s annual report in line or persons who will be nominated as directors, with the Stock Exchange of Thailand’s regulations. executives, or controlling parties of the company or subsidiary. 8. To approve the internal-audit plans of the Company and its subsidiaries in line with generally accepted 4. Not currently having or never had any relations with approach and standards, and also to monitor the the company* in the way that such relation may work of internal audit units. impede the person from having independent views. Also, the person should not currently be or never 9. To seek independent opinions from professional be a significant shareholder or controlling person consultants, when deemed necessary, at the for persons having business relations with the Company’s expenses. company*. Exception: It has been at least two years after the person has held the position. 10. To carry out any assignment given by the Board of Directors with consent from the Audit Committee. 5. Not currently being or never been the company’s auditor*. Also, the person should not currently be In addition, to ensure the effectiveness of the or never be a significant shareholder, controlling performance within the power and duty of the Audit person, or partners of current auditor’s auditing Committee, the committee shall be able to exercise firm*. Exception: It has been at least two years after the power to invite the management, the executive the person has held the position. office or other relevant parties to a meeting for clarification and expression of opinion or to send 6. Not currently be providing or never provided professional necessary document and to hire a consultant or services, legal consulting, nor financial consulting an external expert in necessary cases in relation services to the company with a fee more than THB to the performance of their duty. The Company shall 2 million per year*. Also, the person should not be responsible for an incurred expense. currently be or never be a significant shareholder, controlling person, or partners of current service The Board of Directors has defined stricter providers. Exception: It has been at least two years qualifications of independent directors than the after the person has held the position. minimum requirements of the Stock Exchange of Thailand as in the announcement on qualification 7. Not currently a director appointed to represent the of independent directors dated on October 28, company’s directors, major shareholders, or the 1993 and the requirements of the Securities and shareholder related to major shareholder. Stock Commission as on the Document No. 59/2004 dated on December 1, 2004 on the definition of 8. Not currently be operating under similar business independent directors and Document No. 11/2009 nature and significant competition to the company `dated on April 16, 2009 on the amendment of or subsidiary; or not a significant partner of the requirements for independent directors as follows: partnership, executive director, salaried worker, employee, or consultant; or holding more than 1% 1. Holding no more than 1% of total voting shares* of voting shares of any other companies operating including the shareholding of persons related to the under similar business nature and significant independent directors. competition to the company and subsidiary.
2. Not currently be or never been the company’s 9. Not under any conditions that may impede the executive director, worker, employee, salaried person from having independent views toward the consultant, or controlling parties*. Exception: It has company’s operations. been at least two years after the person has held the position. * Including the parent company, subsidiary, affiliate, major shareholder(s), or controlling parties of the company 132 Annual Report 2020 The Nomination and Remuneration Committee 3. To determine procedures and requirements for qualified individuals for early nomination by minority The Board of Directors has approved the appointment shareholders to make certain that all shareholders of the Nomination and Remuneration Committee receive fair and equal treatment. presently consisting of 4 members as follows: 4. To have the power to demand access to related documents and the presence of individuals with Name Position information required for their consideration of different matters. Mr. Pramoad Phornprapha Chairman of the Nomination and 5. To propose policy and guidelines on remuneration Remuneration Committee rates for Board members, consultant(s) to the Board of Directors and members of other committees. Mr. Suwit Chindasanguan Member of the Nomination and 6. To specify remuneration rates for Board members, Remuneration Committee consultant(s) to the Board of Directors and members Mr. Nararat Limnararat Member of the of other committees. Nomination and Remuneration Committee 7. To perform any other duty delegated by the Company’s Board of Directors. Mrs. Rarin Utakapan Member of the Punjarungroj Nomination and Remuneration Committee The Corporate Governance Committee
Notes: - The Nomination and Remuneration Committee serves The Board of Directors has approved the appointment a 3-year term from the date of designation, or in accordance of the Corporate Governance Committee presently with their term as directors. Mrs. Rarin Utakapan consisting of 4 members as follows: Punjarungroj acts as the Committee’s secretary. - In 2020, two meetings of the Nomination and Remuneration Name Position Committee were held. Mr. Suwit Chindasanguan Chairman of the Corporate Scope of Power, Duty and Responsibilities of the Governance Committee Nomination and Remuneration Committee Mrs. Metta Utakapan Member of the Corporate Governance Committee The Nomination and Remuneration Committee has carried out its works under the Nomination and Mr. Pramoad Phornprapha Member of the Corporate Remuneration Committee Charter as follows: Governance Committee Mr. Nararat Limnararat Member of the Corporate 1. To select and nominate qualified individuals to the Governance Committee positions of Company’s directors, Group Chief Executive Officer; follow-up on the succession plan in the selection and placement of qualified individuals Note: In 2020, the Company held three Corporate Governance to fill the vacant posts or those left vacant due to Committee’s meetings. Mr. Samart Pochjanapanichakul acts the completion of tenure. as the Committee’s secretary. 2. To formulate guidelines for assessment and evaluation of performance of the Company’s directors and Group Chief Executive Officer to ensure transparency.
Amarin Printing and Publishing Public Company Limited 133 Scope of Power, Duty and Responsibilities of the 4.2 To prepare, review, recommend, monitor and Corporate Governance Committee evaluate the anti-corruption operations and report the evaluation results to the Board of The Corporate Governance Committee has carried out Directors at least once a year. its works under the Corporate Governance Committee Charter as follows: The Sustainability and Risk Management 1. Duty regarding the formulation of good corporate Committee governance policies and guidelines for the Company The Board of Directors has approved the appointment 1.1 To prepare good corporate governance of the Sustainability and Risk Management principles and guidelines for the Company’s Committee presently consisting of 4 members as follows: business operations. Name Position 1.2 To publicly disclose the Company’s good corporate governance principles and guidelines. Prof. Dr. Nantawat Chairman of the Sustainability Boramanand and Risk Management 2. Duty regarding the formulation of good policies and Committee guidelines for upholding good corporate governance Assoc.Prof. Dr. Somchai Member of the Sustainability 2.1 For shareholders and investors Phagaphasvivat and Risk Management Committee 2.2 For business partners and customers Mr. Khumpol Poonsonee Member of the Sustainability and Risk Management 2.3 For employees Committee 2.4 For the society and the environment Mrs. Rarin Utakapan Member of the Sustainability Punjarungroj and Risk Management 3. Duty to review elements in the Board of Directors Committee and the preparation for the development of the Board: Note: In 2020, there were 2 meetings of the Sustainability and 3.1 To specify the qualifications of directors in the Risk Management Committee with Mrs. Rarin Utakapan way that matches the Company’s structure and Punjarungroj acting as the secretary of the Sustainability size, and prescribe elements of knowledge, and Risk Management Committee. experiences, and expertise of directors that on the overall are in line with the Company’s Scope of Power, Duty and Responsibilities of the business operations. Sustainability and Risk Management Committee 3.2 To plan the guideline for directors’ development 1. To prescribe strategies and policies, as well as such as training for directors, Board Retreats, setting targets of risk management of the entire and various other aspects of development. organization, for use as guidelines for effective risk management by the Management so that it be 3.3 To supervise and monitor the assessment of carried out in the same direction. Board of Directors’ performance on an annual basis to ensure efficient evaluations. 2. To prescribe the frame of integrated risk management which shall cover major risks of the business, such 4. Duty to uphold anti-corruption policies: as business risk and operational risk, etc. 4.1 To lay down framework for the supervision of anti-corruption efforts.
134 Annual Report 2020 3. To lay down risk management system so as to In the event the office of a director is vacated reduce any effects that may occur to the business otherwise than by rotation, the Board of Directors operations of the Company permanently, including may elect a person who is qualified and is not of arrangement for regular risk assessment. the prohibited characteristics under the Public Limited Companies Act to replace such director 4. To prepare and approve suitable risk management during the next Board’s meeting, unless the remaining plan, by assessing risk factors that may affect the tenure of the director is less than two months. In that business operations of the Company, and prepare case, the replacement shall retain the office of risk management plan at all levels through director only for the remaining tenure of his predecessor. brainstorming among the executives and staff from The resolution of the Board of Directors as in the various departments. first paragraph must be passed by a vote of not less than three fourth (3/4) of the number of the remaining 5. To communicate with the Audit Committee about directors. significant risks that may affect the internal control. At every annual general meeting, one third (1/3) 6. To report to the Board of Directors of the risks and of the directors, or, if their number is not a multiple the progress of management such risks. of three, then the number nearest to one third (1/3) shall retire from office. The directors to retire from Nomination of the Directors and Executives office in the first and second years after the registration of the Company shall be determined The Board of Directors by drawing lots. In every subsequent year, the directors who have been longest in office shall retire. The retired According to the Company’s regulations, the Board directors in this article may be re-elected. of Directors shall consist of at least 5 members and at least 3/4 of the Board must be Thai nationalities Independent Directors and at least half of the Board must reside in the Kingdom of Thailand. The Company has defined the stricter qualification of independent committee than the requirements Nomination procedure of the Board of Directors during of the Office of the Securities and Exchange shareholders’ meetings Commission and the Stock Exchange of Thailand’s regulations. Please see the article on “Board of The shareholders’ meeting shall appoint the Board Directors”. of Directors by a majority vote with the following voting rules and procedures: Subcommittee (1) Every shareholder has one vote for each outstanding The Company’s subcommittee includes the Board share that he or she owns. of Executive Directors, the Audit Committee, the Nomination and Remuneration Committee, the (2) The directors may be voted individually as one Corporate Governance Committee, and the person or several persons in a group, or by any Sustainability and Risk Management Committee other means as agreed by the shareholders’ meeting. whose members have been nominated by the Board For each voting, the shareholders may exercise of Directors. all the votes stating under the item (1) to elect one or several persons and they cannot split their votes Group Chief Executive Officer to one person more than the other. For the appointment of the executives from Group (3) The nomination of the Board shall rely on a majority Chief Executive Officer positions and above, the vote. In the event of an equality of votes, the Chairperson Nomination and Remuneration Committee shall select shall have a casting vote. a qualified person for the consideration and voting of the Board of Directors.
Amarin Printing and Publishing Public Company Limited 135 Executives 3. Encourage the subsidiary and associate companies to engage in CSR (Corporate Social Responsibility) The Board of Directors has assigned the Group programs to create social and environmental Chief Executive Officer to select qualified persons sustainability in addition to regular business conduct. for this position. 4. Decide on important issues including strategies, Recruitment of Group Chief Executive business plans for capital increase or decrease, Officer and Succession Plan dissolution of the Company, and other important policies. The Company has prepared appropriate and transparent recruitment plans for every Group Chief 5. Monitor the results of operations by the management, Executive Officer position. The Board of Directors the Board of Executive Directors and the Board of shall consider and nominate the executives to Directors. ensure that the elected ones are professional and independent from major shareholders or any 6. Oversee the subsidiary and associate companies shareholder’s influence. The procedure for recruitment to make sure that they follow the related rules and of the Company’s chief executives relies on selecting regulations of regulatory agencies. This includes a qualified person with maturity, degree qualifications related transactions, acquisition and selling of assets, and experiences with a focus on new generations sufficient and timely disclosure of information as well who have relevant knowledge and skills as well as as the preparation of accurate accounting and an opportunity of growth to resume executive financial reports in compliance with related laws positions in the future. Each executive is required and generally accepted accounting standard. to go through a high potential evaluation plan which has been individually tailored with challenging 7. Arrange for internal auditing to ensure sufficient assignments and work rotation to develop their and efficient internal control and risk management leadership skills and well-roundedness. The Company’s in accordance with corporate governance principles. staff preparation is applicable to staff at all levels for replacement readiness in case of vacancy and for smooth business operations. Agreement between the Company and other Shareholders in the management Governance of Subsidiary and of subsidiaries and associate companies Associate Companies - None - To protect the Company’s interest, the Board of Directors has governed the operation of subsidiary and associate Control of Internal Information companies as follows: Amarin Group of Companies has implemented policies 1. Encourage the subsidiary and associate companies in regards to internal information control as defined in to strictly follow the corporate governance principles. the Company’s Ethical Business Conduct handbook. It is considered a responsibility of directors, executives 2. The Company has implemented an anti-corruption and employees as well as the persons who have access policy which prohibits the Board of directors, to or are in possession of internal data to strictly protect executives, supervisors, all levels of staff or other the Company’s confidential information, especially related persons as well as subsidiary and associate internal information that has yet been released to the companies from engaging in any form of corruption public or the information that may impact business in business transactions and requires a compliance operation or AMARIN share price, or have an impact on with the law. stock exchange rate. It is prohibited to use an opportunity or the insider information for their own benefit in stock trading, as well as providing internal information or
136 Annual Report 2020 disclosing any confidential information to an external • Non-audit Fee party especially business competitors. An access to the Company’s confidential information will be restricted only During the past year, Amarin Group had to pay to related directors and executives. The Company has other service fees for document preparations for also prohibited the company’s directors and executives transfer pricing, which included a benchmarking including their spouse and underage children to engage study, as it prepared to comply with Thailand’s in securities trading for a period of one month before an Transfer-Pricing Laws. A total of Baht 625,000 in annual release of the financial statement and five days fees paid to KPMG Phoomchai Tax Ltd. for the after the public has been informed of the information. task were listed as other service fees. Of the amount, The Executive Board shall submit a report of their Baht 225,000 was as the Company’s other service securities holding to the Board of Directors to prevent fee while Baht 400,000 was as the other service the Executive Board from misusing internal information fee of the Company’s subsidiaries. for their benefit and causing any conflict of interest which shall be considered guilty according to the Securities Internal Control and Risk Management and Exchange Act B.E. 2535 (Amendment B.E. 2559) The Company’s Board of Directors assigned the Any violations that cause damage or loss of business Audit Committee to review the appropriateness and opportunity to the Company shall be regarded against effectiveness of internal controls provided by the the Company’s policies and ethical business conduct management to ensure that the Company and subsidiaries and shall be severely disciplined as well as being have proper and adequate internal control and operation charged by the Securities and Exchange Act B.E. 2535 monitoring systems to ensure that the operation is in Amendment B.E. 2559). In 2020, none of directors or compliance with the goals, objectives, laws and shall executives engaged in misuse of internal information provide an accurate and reliable accounting system in buying or selling shares. and financial reports as well as protection of property or reduction of damage from mistakes or corruption. Remuneration of Auditors In addition, there shall be compliance to the related laws and regulations effectively. The Audit Committee The Audit Committee shall be responsible for the performed evaluation of the adequacy of the internal primary selection of auditors by taking into consideration control system for the year 2020 by questioning the their qualifications including independency, an ability executive office and drawing information from the internal to finish the audit within the time frame, possession of audit reports. The Audit Committee did not find any knowledge and expertise in auditing and the business significant deficiencies in relation to the internal control of the Company. The Audit Committee shall submit their system, thus agreed that the Company has a sufficient, decision to the Board of Directors who shall seek an effective and appropriate internal control system with approval of nomination from the shareholders’ meeting. sufficient numbers of staff for an efficient operation in accordance with the system. There is, additionally, • Audit Fee a monitoring system to oversee the operation of subsidiary companies to enable prevention of misuse or unauthorized In the past year, Amarin group of companies paid a use of property by directors or committees. total audit fee of Baht 3,740,000 to the KPMG Phoomchai Audit Company Limited where the auditors are based. The fee included the audit fee for the Company which was a total amount of Baht 1,550,000 and the audit fee for the subsidiaries which was a total amount of Baht 2,190,000.
Amarin Printing and Publishing Public Company Limited 137 Lead Internal Auditor The detail of the lead internal auditor is as follows: The Company has set up an internal audit unit to perform Mr. Samart Pochjanapanichakul the check and audit of the management system and evaluate the internal control of the audited department Age 55 as well as other related departments in the Company. Position Senior Manager, Internal Audit Unit This is to ensure that the Company’s business conduct has a good and sufficient internal control system which Education suits the business conduct and corporate governance. • Master of Business Administration, The department shall directly report the audit result to the Ramkhamhaeng University Audit Committee. An approval, nomination or dismissal, • Bachelor of Business Administration (Accounting), or transfer of the internal audit manager shall be prior Ramkhamhaeng University approved by the Audit Committee. Training provided by the Institute of The Board of Directors’ meeting was informed of the Thai Directors (IOD) nomination of Mr. Samart Pochjanapanichakul as the • CAC SME Certification Senior Manager of the Internal Audit Unit, effective on • Anti-Corruption: The Practical Guide May 1, 2007. He has extended experience in internal audit in a private organization for more than 26 years. Professional Training To enrich his skills and knowledge, he has participated • The Institute of Internal Auditors of Thailand (IIAT) in training programs including internal auditing and - Certified Professional Internal Audit of Thailand management of risk from internal control provided by (CPIAT) The Institute of Internal Auditors of Thailand and the • IT Governance and IT Risk Management in 4.0 Era Federation of Accounting Professions. He also has an (2/2019), Federation of Accounting Professions understanding of the Company’s activities and business operations. Therefore, he has been regarded as a Other Training suitable person to perform the duty. • Tax Advisor Course One on Revenue Tax • Summary of Laws and Accounting Standards for Business in the Digital Age Course
Shareholding (Percentage) 0.00 (0%)
Family relation between executives - None -
Work experiences in the past 5 years • 2013 - Present Senior Manager, Internal Audit Unit Amarin Printing and Publishing (Public) Company Limited • 2007 - 2013 Manager, Internal Audit Unit Amarin Printing and Publishing (Public) Company Limited
138 Annual Report 2020 Intercompany Transactions
The Board of Directors has accorded importance to the on related transactions and the Stock Exchange of review of intercompany transactions, related transactions Thailand’s announcement on listed companies’ data and transactions that may involve conflict of interest, disclosure and operations in regards to related which are submitted for approvals. In regards to its trans- transactions. Also, the Company has the policy to actions, the Company has taken the following actions: strictly adhere to applicable laws, regulations, announcements and orders with its Audit Committee 1. Transactions made between the Company tasked with reviewing related transactions. and its subsidiary (subsidiaries) In all, the Company has handled its related and Amarin Printing and Publishing Public Company intercompany transactions as follows: Limited has several firms under its umbrella. Transactions made between the Company and its subsidiaries 1. For normal transactions, the Company considers are conducted on the basis of fair and arm’s length. them based on normal business practice and used This principle applies to all intercompany transactions the same criteria as transactions done with outsiders/ including sales, service delivery, selling and purchasing general customers. of raw materials/products, extension of financial help, and personnel support. Staff and all relevant 2. For support transactions, the Company considers parties must comply with laws, regulations issued them based on normal business practice and seeks by state agencies, company rules, and other conditions remuneration based on price references or clear rates. set by local authorities when handling intercompany transactions. 3. For transactions involving assets or services, the Company considers them by assessing the total 2. Transactions with Outsiders value of rewards it will receive or will give using the book value or market value of assets or services The Company has conducted transactions with involved. Examples of such transactions are those outsiders or other firms in a legitimate and transparent related to the selling and buying of shares for manner, fulfilling all conditions that have been business investments. agreed upon. Also, the Company has avoided transactions that may cause damages or trouble 4. For financial-help transactions, which surround the to outsiders. Before conducting a transaction that giving or receipt of financial help, the Company requires prior approvals from the Board of Directors conducts a careful and fair review for its best interest. or shareholders’ meetings, the Management presents Also, it proceeds in line with reasonable business the planned transaction to the Board of Directors practice principle. or a shareholders’ meeting for reviews and approvals in line with applicable criteria or laws. The Company The Company requires all its board members, executives has also disclosed information to investors in a and staff including those of its subsidiaries to strictly transparent manner. Aside, board members or comply with laws and regulations. executives who have interests in planned transactions shall not take part in the process to review and In 2020, the Company did not committed any breach approve the said transactions. in regard to related and intercompany transactions. Aside, the Company did not extend any financial help 3. Related Transactions to any company that was not its subsidiary as shown in the 2020 financial statements. The Company has the policy to comply with the Securities and Exchange Commission’s announcement
Amarin Printing and Publishing Public Company Limited 139
142 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 143 144 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 145 146 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 147 148 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 149 150 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 151 152 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 153 154 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 155 156 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 157 158 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 159 160 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 161 162 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 163 164 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 165 166 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 167 168 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 169 170 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 171 172 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 173 174 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 175 176 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 177 178 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 179 180 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 181 182 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 183 184 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 185 186 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 187 188 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 189 190 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 191 192 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 193 194 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 195 196 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 197 198 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 199 200 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 201 202 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 203 204 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 205 206 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 207 208 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 209 210 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 211 212 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 213 214 Annual Report 2020 Amarin Printing and Publishing Public Company Limited 215
Amarin Printing and Publishing Public Company Limited 378 Chaiyaphruk Road, Taling Chan, Bangkok 10170 Thailand Tel. 0-2422-9999 www.amarin.co.th